


Strike Witches: The Breeding of the 501st

by SlyShota



Category: Strike Witches
Genre: Beach Sex, Big Ass, Big Breasts, Blow Jobs, Breast Sucking, Breeding, Cowgirl, Creampie, Cuddling, Cum Inside, Dual Blowjob, F/F, F/M, Femdom, First Time, First Time Blow Jobs, Gentle Sex, Huge Breasts, Hugging, Impregnation, Kissing, Knocked up, Lace Panties, Large Breasts, Lesbian makeout, Lolicon, Making Out, Oral Sex, Orgasm, Panties, Riding, Shotacon, Straight Shota, Threesome, Underwear, Vaginal Sex, blowjob, cum in mouth, cum on face, doggystyle, jiggling breasts, lace underwear, pussy eating
Language: English
Status: In-Progress
Published: 2019-06-22
Updated: 2019-09-17
Packaged: 2020-05-16 05:06:36
Rating: Explicit
Warnings: Underage
Chapters: 8
Words: 21,828
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19311223
Author URL: https://archiveofourown.org/users/SlyShota/pseuds/SlyShota
Summary: A young boy is found to be one of the only males capable of using magic. As a result, he is tasked with impregnating strong witches in the hope of producing more children with his abilities. Though nervous at first, he is ready and eager to do his breeding duty!





	1. Wing Commander Minna-Dietlinde Wilcke

**Author's Note:**

> Subscribe to the story if you enjoy, further chapters will likely follow.
> 
> Commissioned by an anonymous fan. More info on my profile if interested.

Minna paced about her office, eagerly awaiting an arrival. She felt a bit nervous, but ultimately excited and honoured to be selected for the program.  

She’d prepared herself as best she could, not knowing what to expect. Or rather, not knowing who. Her curiosities would soon be answered. A knock sounded at the door to her office. Brushing at her hair and steadying herself, Minna stood up from her chair and went to answer. 

She was confused for the briefest moment, before looking down. A cute voice spoke. ‘Um... hello. Are you... Commander Minna?’ There stood the most adorable young boy, far shorter than the commander, and probably half her age. 

Minna smiled. ‘Oh! Are you the one sent to me by the High Command?’ 

‘Yes. I’m, um... a Warlock. The last one. I’m here for... you know.’ 

Minna instantly felt her heart melt. The boy had one of the cutest faces she’d ever seen, and adorable big eyes. ‘Yes, I do. How about we get started? I’ve been waiting for you all morning! Come in.’ 

The boy entered, and Minna closed the door behind him. She stood by her desk. ‘Come over here and sit down. What’s your name? You’re a very cute boy.’ 

The boy blushed. ‘I’m Willam Ozpin, Miss Commander.’ 

‘Now, now, just relax. You can call me Minna. Take off your shoes, and please, sit down.’  Will did. The Commander’s office chair was quite comfortable, and he squeezed himself into it. ‘You’re very young, Will. From what they told me, I’d been expecting a much older man... but I don’t mind.’ 

There was a pause. ‘Um... the lady I talked to about this said you’d explain to me what to do when I got here.’ 

Minna stood high over the boy, over a foot’s difference between them, even though she wasn’t a tall woman. ‘Okay, well...’ she smiled down at the boy, who averted his eyes. He had big, beautiful eyes, and messy hair. ‘So, the basic idea is that you have to breed me. We’re going to make a baby!’ 

Will nodded. ‘Ok. That's what my duty is to do, right?’ 

Minna felt at ease. This wouldn’t be difficult at all with an attitude like that. ‘From what I understand, you’re quite a rarity. You’re a boy who can use magic? They’re calling you a warlock?’ 

‘Yeah, that’s me. They said they don’t know about anyone else like me, but that we should try and make more as soon as possible. Even though I’m only ten...’ 

Minna got closer to him, beginning to move her chair back so there was space between it and the desk. ‘But you can still make sperm, can’t you?’ 

‘I can... but that’s a little embarrassing...’ 

‘Oh, don’t be embarrassed.’ Minna gave him a warm smile. ‘I’ll look after you and make sure everything is fine. You think I’m pretty, right?’ 

‘Y-yes, Commander.’ Will blushed again. ‘I mean... Minna.’ 

‘Well, that’s wonderful!’ 

‘Are you okay with all this?’ 

‘Of course I am! This is a recognition and reward for my service in the Strike Witches – as the Commanding Officer, I am the first one to be bred with a warlock child. I’m quite honoured, as I’m sure the rest of the 501st will be. It also makes sense, genetically – it’s better if the mothers are all strong witches, too, and there are none stronger than the 501st!’ 

‘Oh, alright. I guess that all makes sense... what about the baby?’ 

‘Higher command will take care of the child, when I eventually give birth to it.’ There was a pause between them. ‘I can see you’re still a bit nervous. How about you just lie back in my chair, and I’ll get us started? I’ll help you relax.’ Will said nothing. ‘Come on, don’t be shy. You have a duty to do, remember? I promise it will feel good!’ 

That seemed to make the boy determined. ‘Right. What do I do?’ 

‘Just sit back and l’ll make you feel good.’  Will’s eyes were drawn to Minna’s enormous breasts covered beneath her uniform, so much so that he hardly noticed her removing his pants. 

 Minna smiled at him, and got down on her knees in front of the chair. She hooked her slender fingers around the boy’s underpants, yanking them downwards and taking them off. Will did not resist, even as his cock was exposed. He flinched as his erection sprang up, ready to do its duty. ‘This will help you relax before you breed me...’ said Minna, ‘just lay back and let me release your tension.’ 

‘Okay.’ Minna put a soft, gentle hand on each of the boy’s thighs, lowering her head towards his childish cock. It was cute, an acceptable size. Definitely good enough to breed her. Without further ado, Minna gave the boy’s cock a lick, then another. 

Will moaned. ‘Wow...’ 

‘Just relax.’ Minna opened her mouth, taking the tip of the warlock boy’s cock in her mouth. She began to suck, bobbing up and down, enjoying Will’s cute moans. She felt quite satisfied with this cock. It was above average for such a young boy, and clearly eager to impregnate her with powerful young sperm. 

She moved her lips lower and lower with each bob, making a loud slurping noise. She easily deepthroated Will’s entire cock, enjoying the taste and texture of what she assumed was an untouched dick.  

Will breathed deeply, lying back in the chair. He looked down to where Minna was sucking his most private place, feeling hypnotised by her slow movements, and the jiggle and bounce of her breasts beneath her uniform. He closed his eyes, enjoying the slow, sensual movements of the commander’s mouth and tongue. She turned her eyes up to him, causing the boy’s heart to flutter. This was all so new and exciting, and at the end of it all, they were going to make a baby? 

Minna couldn’t resist reaching a hand down to her pussy. She touched at her crotch, finding it was rapidly getting wet. Not to worry. She would be satisfied shortly. Her nether regions continued to moisten and drip as she took Will’s cock as deep into her mouth as she could. She gave the tip a lick, savouring the taste of the young boy’s salty precum. 

She could feel the boy’s cock throbbing in her mouth, rubbing against her tongue. But the best part were the sounds from little Will – he gave cute little ‘oo’ noises, every few seconds. He could do nothing but lie back, limp for the time being. He had his soft little hands to the side, and thoughts of what they could do flooded Minna’s mind. 

‘Ah... that feels amazing...’ moaned Will. 

Minna removed herself from Will’s shota cock, with a loud ‘pop’.  She put a hand on his eager, shuddering member, sensually jerking him off. She made sure not to go too fast. ‘Are you less nervous, now?’ 

‘Yeah!’ 

‘It feels really good, doesn’t it?’ 

‘Yes, but... how does this make a baby?’ 

Minna giggled, beginning to stand up. ‘This was just to put you at ease. But I think we’re ready to have sex, now. You’re going to be having sex a lot, soon!’ 

‘I don’t know much about that, but I’ll do my duty for you! What do you need me to do?’ 

It took all of the Commander’s energy to not jump on his cute cock right then. ‘Now, now, breeding is a big task. Sit back and let me do the work. I just need you and your cock to be ready to cum in me and get me pregnant with a warlock baby! Come on, sit back.’ 

‘Okay,’ With slow, elegant confidence, Minna began to remove the bottom half of her uniform. She let the clothing fall to the ground, pointing her crotch at Will, whose eyes went wide.  

Minna wore gorgeous, lacy red panties covering her crotch. They tightly hugged her curvy frame, hiding the special place that Will would soon see. A large, wet spot had formed below her nether regions, and now Minna finally intended to sate her urges.  

She began to climb on top of the small boy, who was actually far more interested by her huge breasts, still trapped beneath the upper half of her uniform. She raised herself above him, then began to slowly remove the red lace panties hugging her pussy, sliding them aside and exposing her vagina for Will to see. ‘I’m putting it in me now.’  

‘In you? Wha- aaaaah!’ Will cried out as he felt the most amazing feeling envelop his immature cock. With it successfully inside her, Minna began to pin the boy down, grabbing his arm with one hand and pinning his chest down with the other. The biological urge deep in her belly was getting stronger by the second.  

Will’s mouth hung open, his head at level with the Commander’s enormous, still-covered tits. He could not and would not resist Minna’s ministrations. The warm, tight wetness of a young adult woman’s vagina was overwhelming to him. And Minna hadn’t even begun to move. ‘You’re very cute,’ she said, ‘once you feel an amazing feeling about to release, just let it all out inside me, as deep as possible. That’s how we make a baby!’ Will could not answer, only lay back and give cute, labored moans as he adjusted to the new sensations. ‘Now, I’m going to start moving.’ 

Minna pushed herself upward, then allowed herself to fall back down with a wet slapping noise. She repeated this again, and again, building up a slow rhythm. She stared down into the eyes of the boy sent to breed her, as he gradually began to focus on the task at hand.  

Will hadn’t thought in his wildest dreams that something described to him as his ‘duty as a man’ would’ve felt so good. With each slap of Minna’s private parts against his lap, the pressure in Will’s cock increased. He turned his gaze downward, to where his young cock was repeatedly being thrust inside an adult woman’s pussy. The movement fascinated him – his dick was going completely inside her body, then most of the way out again, over and over, feeling hot, heavy and wet.  

While Minna bounced up and down, Will’s young eyes began to become transfixed on something else. The DD tits in front of Will’s face jiggled and bounced with every movement Minna made. The green, buttoned-up uniform was like a prison for her massive udders, and Will knew it. His focus was turned away from the hot pussy slapping against his juvenile balls, and Minna noticed. She smiled warmly. ‘Do you like my bouncy tits, Will?’ 

‘They look so amazing... I’ve never had such big boobs so close to me!’ 

‘Yes, they’re an excellent size... ah.... and they’re there just for you! Would you like to see them?’ 

‘Wait, really?’ In answer, Minna slowed her increasingly rapid movements to a stop. She reached her hands behind her back. 

‘Do whatever you want with my big boobs. I’m sure it will make both of us feel good!’ She began to undo the buttons of her uniform top. Covering her breasts was a large bra of the same red, fancy lace as her panties. She’d aimed for them to match. The fabric could barely contain her huge, DD tits which looked fit to burst out at any second. 

Will’s eyes went even wider as Minna reached inside her bra and swiftly pulled her tits out. Now, mere inches from his face, were two big, perfect, plump adult breasts. They were tremendously smooth, and round as apples. 

Will immediatley put his hands on the huge mounds of flesh, as Minna began to continue riding his cock. The Commander was now herself beginning to moan, sensing an impending orgasm. Not just yet... but soon. Will continued to hold and squeeze his partner's enormous boobs in his hands, his mind racing to keep up with the successive new, powerful sexual experiences. Minna found herself shivering pleasurably every time Will touched her nipples. 

‘Mmm... ah...’ she moaned, ‘s-suck on my boobs, Will! You’re such a cute little boy. Suck on my titties before you get me pregnant, please...’ 

‘Yes, Commander!’ Not wasting a second, Will drew his hands back and wrapped his lips around Minna’s left nipple, causing her to squeal in delight as she started to hold his arm down again. When he started to lick her areola, it took all of her focus not to cum right then and there, but it wouldn’t be much longer. The young boy was eagerly assaulting her well-developed breasts, and was now even beginning to suck on both tits, alternating between her sensitive nipples as Minna bounced faster and faster. Will’s young cock felt like it was about to explode. 

He held out for just a little longer, wanting to savour Minna’s amazing assets. He licked her right breast several times, before latching on and beginning to suck like a demanding little baby. He’d never felt something so wonderful, at least not in his mouth. He’d have put a hand back on her breast, but Minna was now holding both of them against the chair. He switched one last time to her left breast, stuffing as much of the soft flesh in his mouth as possible, sucking and licking her until he no longer could. 

‘Minna!’ Will cried, removing his mouth from her tit with a wet ‘pop’. ‘That feeling you mentioned... it’s about to come out!’ 

‘Yes, yes!’ Minna felt the pressure inside her own loins reaching a breaking point. ‘You’re going to get me pregnant! Minna began to move with as much speed as she could, leaning down towards Will. ‘Do it! Let it all out inside me and breed me with your cute baby!’ 

‘Ah-’ Minna silenced any noises by pulling Will in close, smothering his cute face with her sloppy breasts. She wrapped her arms around his back, trapping him, and ensuring he stayed close to her warm body. As he buried himself in her breasts one last time, Will felt the pressure building up in his cock finally release.  

Minna cried out, and Will squealed quietly below her. As her vaginal walls clamped down on his cock in intense orgasm, she felt the first warm spurt of cum splatter against her cervix. Jet after jet of warm liquid flowed straight up into Minna’s womb. Even in this position, the immature yet potent love liquid was flooding the deepest reaches of her birth canal. There was so much of it! 

Their orgasms petered out. The two stayed in position for almost a minute. Minna knew that the potent sperm of the cute boy was doing its work right away. She would have loved to do it with this boy a second time, but knew that probably wouldn’t be necessary. She was pregnant for sure. 

 +++

They cleaned up quickly. Will was almost ready to go again right away, but Minna knew it was best to let him move on with his task. She reached into her desk, pulling out a stack of dossiers. 

‘Who are these pretty girls?’ asked Will, going through them one by one. 

‘Those girls are the rest of my team.’ Minna felt mildly distracted by the cum still sealed in her. ‘In other words, you’re going to breed them all.’ 

‘Awesome!’ 

Minna giggled. ‘They might do things a little different to me, though. Which one would you like to visit next? I’d like the 501st to be bred as soon as possible!’ 

Will examined each girl carefully. There were eleven girls in all, of several shapes and sizes, including a file on Minna herself. Most had very impressive breasts, but one girl caught Will’s eye. ‘What about this one, with the eye patch... Mio Sakamoto?’ 

Minna nodded, smiling. ‘I was actually going to suggest her. She’s my second-in-command, and, like me, she’s nearing her twenties. She’d be the perfect one for you to visit next. Her breasts are a match for mine, too!’ That was not strictly true – Mio’s bust was actually a size _bigger_ _._  

‘Cool! Shall I go see her?’ 

‘I’ll arrange for it,’ Minna smiled at him. ‘Thank you for breeding with me. I’m sure Mio will find you just as cute!’ 

Will nodded, eager and excited. It was time to do his duty! 


	2. Major Mio Sakamoto

**Summary for the Chapter:**

> Will meets the 501st's second-in-command on a beach, and sets to work doing his duty a second time.

**Notes for the Chapter:**

> Commissioned by an anonymous fan.

Will scanned the pleasant landscape of the beach. The evening sunset created a beautiful backdrop for his visit there.

After giving Minna a goodbye hug and kiss, he’d been sent here to breed his next choice on the list. Mio Sakamoto would be practicing her kendo, here, alone on the beach. That was what Minna had supposed.

Her prediction proved correct. Will sauntered over to the solitary figure on the beach. ‘Excuse me! I’m... um...’ he realised, upon approaching, that the person was crouched. He was staring straight at a thick ass.

‘Oh?’ The person stood up, turning around. She smiled. ‘Oh, hello there! I was just finishing up some practice.’

‘Are you Mio Sakamoto? I’m here for… you know.’ Will blushed, already flustered from the brief look at the adult woman’s body proportions.

Mio’s one visible eye showed surprise. ‘Oh! You’re… Will? From the program? Here to see me?’

Will nodded, standing tall and trying to look professional. ‘Yes, ma’am, Will Ozpin reporting for… b-breeding duties!’

There was an awkward pause, before Mio began to smile. She put a hand and to her mouth, and began to laugh maniacally. ‘Ahahahahaha, hahahahaha, hahahahahahaha!’

‘H-hey! What’s funny about that?’

‘Nothing, it’s just that you’re far too cute! Oh, that prankster... she didn’t say anything about what you looked like. Here I was expecting a six-foot tall hunk... but you’re the most adorable little boy I’ve ever seen!’

‘Minna said I was, as well...’

Mio gave him a coy smile. ‘Did you breed her?’

‘Yes, I did! I think. It was all really new and exciting... She helped me put a baby inside her.’

Mio’s eyes were practically hearts. She wouldn’t be able to resist this boy for long. She strutted over to him and took him by the hand. ‘Come sit on the beach towel with me. I set one out earlier…come cuddle up with me!’

Will felt his heart begin to race as he obeyed. ‘Okay.’ He couldn’t help but notice Mio’s womanly proportions. While not huge, she had a plump ass that Will had the strange urge to bury his face in. Her breasts were indeed a match for the commander of the 501st, perhaps even a little bigger. Will contemplated what wonderful things he might do with those boobs. Mio led him to a medium-sized towel covering the sand on the beach, with a good view of the tide and sunset, then she gestured for him to sit.

Will had barely noticed them before, but in addition to her eyepatch, Mio sported animal ears atop her head, as well a small black tail. Will thought they added to her appeal, somehow, but he couldn’t quite put his finger on why.

Mio smiled down at him, her breasts bulging out. ‘How about we get down to business?’ She began to remove her top. ‘Nobody will disturb us here, so I’ll strip down for you. How did you do it with the Commander?’

‘What do you mean?’

‘How did you two have sex? What position? I’ve gotta make things interesting for you, after all!’

‘Oh!’ Will blushed, feeling a little bit stupid. ‘I sat in her chair and she, um, bounced on top of me.’

‘Haha, cowgirl! That’s cool. Was it your first time having sex?’

‘Yeah.’

‘And you got to knock up a hot and horny, beautiful adult woman. You sure are a lucky boy.’ She sat down with him. ‘But it’s time to make you luckier.’ Mio removed her top with vigour, throwing it aside to the sand without a care. Her white underwear hugged at her huge breasts, which were smooth and fully developed. She was around the same age as her commander, and every bit as beautiful in Will’s opinion. ‘We’ll get to the breeding in a second… but I just have to kiss you a bit first. You’re too adorable.’

Before Will could answer, Mio pressed her soft lips against his. Will’s big young eyes went wide as he felt the older girl’s tongue inside his mouth. She pressed him up against her, aggressively making out with the not-so-innocent little boy. Will loved the feeling of her squishy breasts against him, even beneath her bra.

Mio began to wrap her arms around him, feeling his young, warm body. Will did not resist as she swirled her tongue around in his inexperienced mouth, giving him an adult kiss of strong sexual energy. Will, heart racing, decided to take a bit of a chance. He moved one of his own hand upwards and grabbed Mio’s right breast. He squeezed it a few times, and Mio moaned quietly.

She disconnected their kiss, leaving a trail of saliva between them. She stroked his face with her right hand, feeling his smooth cheek. ‘I like your strong little hands!’ She pulled away. ‘I can’t believe such a young boy is going to be getting us all pregnant! I certainly don’t mind… I think most of the 501st will feel the same way. We’re honoured to be giving birth to such important – and cute – children.’

‘Can we do it now… you know, sex?’

‘Of course! I should’ve known you’d be so eager.’ Mio shuffled, back leaving just enough space for her to strip. ‘Take off all your clothes. It’s the beach, we should be naked. I want to see your cute cock!’ Will nodded comically, obeying her command. While he did begin to remove his shirt, he kept his eyes pretty much fixed on Mio’s breasts. She teased him, slowly dragging the white lace, drawing out the moment… until the large, supple mounds of flesh bounced out, exposed completely to the young boy’s gaze.

She didn’t make the same show about removing her lower clothes, in no time exposing her bare pussy. Will turned his eyes down to it as he removed his own pants, his erect young cock standing and ready. Mio’s eyes lit up at the sight. ‘I want that in me right away! What a great cock you have… you mind if I choose the position?’

Will sat dumbly for a few seconds, observing Mio’s body. Her pussy was shaved and looked ripe for breeding. ‘I don’t really… know any positions.’

‘Well, if I can’t have your virginity, I can at least teach you something new!’ Mio gave Will a wink (not that he could tell, on account of the eyepatch), and began to turn around. Will’s jaw dropped at the sight as Mio bared her ass for him. Her fat pussy and well-proportioned cheeks were on full display, waiting and aching to be bred. The tail from her magic was also visible.

‘Wow...’

‘I’m glad you’re ready to go! Hahaha. Stick it inside my pussy, and feel free to touch my ass in any way you like! Sex and breeding are supposed to be fun, after all.’

‘O-okay!’ Will pulled himself upwards, briefly hesitating... before he grabbed Mio’s ass with both hands. It was soft and squishy, the knowledge he was touching the bare flesh of a woman’s private areas got his young cock hard as steel. He positioned it at Mio’s moist vaginal entrance, not prodding her yet. ‘Um… should I, uh…’

Mio laughed. ‘You’re too adorable! Just put it inside me whenever you’re ready. Take your time if you need to!’

Will nodded, a determined grin on his face. He tried not to be too nervous as he prodded his cock at Mio’s behind. When Minna had ridden on top of him, she’d just inserted it right inside her, really easily... how did he do that now? It should just slide right in.

‘Oo...’ Mio felt the warm cockhead bumping against her nethers. ‘A little lower. It’ll just slide right in there once you get it- ah! Right!’ Will’s cock slid inside her with a squelch as he found the right spot.

‘Wow...’ he pushed himself as far inside the older girl as he could go. Mio gave another ‘oo’ sound. Mio’s pussy felt similar to Minna’s, but perhaps a little... squishier? Will wasn’t sure. He wasn’t exactly a master of pussies. Yet. ‘Can I start?’

‘Yep, get going! Cum whenever you like. I’m eager to get pregnant with an important child for the motherland!’ Will obeyed, drawing his young cock out, then thrusting it back inside. He repeated the movement, assuming this was the right way to do it. Three, four, five times he did so, noticing that Mio smiled, but not too much. ‘You can do it faster than that. I know you’re way stronger than that. Double your speed, little Will!’

Will obeyed, drawing his cock all the way back, accidentally causing it to slip out for a moment. ‘Oops! Um, sorry.’

‘It’s okay. Just put it back on and fuck me really nice and fast.’ Will put a hand on his wet, red cock, and re-inserted it on the first try. ‘Yes, just like that!’ Will began to fuck her properly, pumping in and out at a moderate pace. His partner, despite nearing her twenties, had a very tight pussy. That was the difference, thought Will. This one squeezed his dick tighter than Minna.

Mio was having thoughts along the same lines. She’d never taken the dick of a gorgeous little boy like Will before. Surprisingly enough, he was good. The youth’s energy was rapidly driving Mio towards orgasm, since she hadn’t masturbated recently. She’d hold out for a little while, but... ‘You’re thrusting with strength, Will! Come on, keep mating with me... shoot that life-giving cum inside me!’

‘Ah...’

‘You have a really strong little dick! I can’t wait to see how its sperm feels inside me.’

Will could not only answer, only concentrate on thrusting. He squeezed Mio’s soft ass cheeks. They were a little thicker than the Commander’s, softer, and a smidge of a shade darker. Will wondered what it would be like to put his dick between her asscheeks. That would feel good, wouldn’t it? But it would distract from the task at hand.

Will felt fascinated by the movements of Minna’s ass with every pump of his juvenile cock. The soft flesh jiggled around his dick, wetly slapping against him with every thrust he made. He felt captivated by how soft and malleable it was, squeezing and squishing the flesh in his small hands. It was really brilliant. Will felt like he was in heaven.

Mio gritted her teeth, grunting in pleasure. ‘Ooh, yeah! You’re such a strong, fertile little boy, aren’t you? I’m going to be happy to receive a baby from you! I think you’ll make such strong, wonderful children. No – we'll make such wonderful children.’

Will kept pumping in and out, the pressure in his dick rising. Mio was trying to remain collected, but a squeal escaped her mouth. This was all too lewd, and Will was too cute, and the sex was too fun! The sound and feeling of her ass slapping against his thighs only heightened the arousal for both of them.

‘It’s gonna come out already, Mio!’ Will cried, panting breathlessly.

‘I’m gonna cum, too. Come on, knock me up with your cute child!’ Will accelerated, pumping at full speed for ten seconds, before shoving his member as far inside his partner as possible and ejaculating a load of thick, eager boycum. Mio shuddered in orgasm, her pussy squeezing out more juice from her young lover to coat her deepest insides. Will moaned, collapsing forward, as Mio’s cum gushed across his cock and soaked the beach towel below. The young boy came five gradually diminishing strong spurts of fertile cum, before the amazing feeling began to die down.

Mio moaned contentedly. That orgasm was one of her best in a while. ‘Mmm...’ Abruptly, Will pulled backwards, removing his cock and spilling their combined love juices on the ground. He collapsed back onto the towel, sitting down. Mio gave him a view of the creampie for a few moments, shaking her butt and letting just a small bit of the liquid leak out. There sure was a lot. Hadn’t he done this already today? ‘I like your taste. I know strong swimmers when I see them! I think you’ve definitely fathered my first child.’

On that note, Will noticed a marking appear on Mio's left buttcheek. He realised that they were his initials. What the heck was that? 'Um, Mio... what's that on your butt?'

Mio turned around, and smiled. 'The warlock marking... that means I really am pregnant. I was told it appears as a magic link binding body and soul when a warlock breeds their mate. It's a magical symbol that makes me have undying love and companionship towards you, and only you... I guess it's true.'

Will nodded, half-following. 'Why didn't I see it on Minna, though?'

'I'm sure it was there. Maybe you didn't get a good enough look at her ass? I'm sure if you bred me so easily, then the Commander was much the same!'

Will nodded. 'Alright then. So, I really did it... now what?'

Mio turned around, smiling at Will. Without a word, she began to crouch down to his cock. ‘Let me see that cock up close while I clean it up.’ Amazing the exhausted boy some more, Mio enveloped his cock with her huge breasts. Will could’ve just about fainted then and there. She slowly moved up and down with her gratuitous bosoms, before opening her mouth and giving the top of the boy’s cock a lick.

‘J-just doing my duty, Miss...’

‘Just call me Mio. We just had sex, after all! Now, let me do my duty.’ Mio began to sink her head down onto Will’s retracting cock, cleaning it off of both of their juices. Will groaned at the feeling on his tender, sensitive flesh, but appreciated the effort very much. Some of their cum was getting smeared amongst Mio’s bulging chest, which neither of them were bothered by. Mio could just imagine when those puppies of hers swelled up with milk for a baby. She finished up her cleaning process, leaving Will’s cock clean of cum, though covered in a layer of spit. She made sure to lick around his foreskin, and found herself beginning to get a bit horny again right away. ‘Hmm... this sure is an amazing cock!’

‘This is quite lewd, isn’t it? A voice he didn’t recognise sounded, surprising Will. He turned to his right, where a woman was approaching. He scrambled to cover himself, but then realised it was pointless. It was obvious what they’d been doing, regardless.

Mio jumped up in surprise, still completely nude. ‘Captain Barkhorn? Ahahahahaha... fancy seeing you here!’ Barkhorn looked to be of a similar age and height to Mio, only with brunette hair and a blank-looking expression.

‘Breeding on the beach, are we? I can’t blame you. This is a nice place.’

Mio put her hands on her hips, seemingly not caring that everything was on display. ‘Yep. Bet I’m pregnant now. The second ever person to carry the child of a warlock! I’m pretty happy.’

Barkhorn looked down at Will. ‘And you’re the warlock boy? What was your name?’

‘W-Will, miss.’

‘Come on. Call me Gertrud. Or Barkhorn, whatever suits. We’re going to be breeding at some point, after all. Not quite yet, though.’

‘Aw!’ said Mio, ‘I’d love to see you taking his little cock... it’s really amazing. ‘

Barkhorn smiled, just a little bit, but it quickly faded from her face. ‘I do look forward to it. I consider it as much an honour as you, but that opinion isn’t shared by all.’

‘What are you talking about?’

‘Perrine.’

‘Oh.’ Mio put a hand to her mouth. ‘Ahahahahaha, hahahaha, hahahahaha!’

‘I was hoping you could come along to give her a little persuasion. As in, soon or right now.’

‘She’s next, is she?’

Barkhorn nodded. ‘Commander’s orders. She worries that our Perrine will be a little... uncooperative when the time comes. We don’t want to be getting too forceful, so, as I said...’ she nodded at Mio, ‘persuasion.’

‘Um...’ Will spoke up, still sitting on the ground, his cock now nearly flaccid. ‘Can you explain to me what you’re talking about?’

‘Of course, little guy!’ said Mio. ‘You’re getting Perrine pregnant next! Hahaha. That sounds kind of funny. Pregnant Perrine.’

‘She may be a little different to the Commander and Mio here, just a warning,’ said Barkhorn, ‘but we’ll be helping out to make sure everything goes smoothly, little one. We can’t allow such an important task to be perverted by stubbornness! Don’t worry your cute little head about it. All we need is for you to get ready to sow your third child in another beautiful woman.’

Will couldn’t complain about that. ‘Sounds good, Miss Barkhorn!’

Mio chuckled again. ‘He might need a rest before that, though...’ she paused, ‘Might! Ahahahahahaha!’


	3. Officer Perrine H. Clostermann

**Summary for the Chapter:**

> One of the Strike Witches isn't quite as enthusiastic as the rest.

**Notes for the Chapter:**

> Commissioned by an anonymous fan.

‘Petrine!’ Mio rapped on the door. ‘Open up! It’s breeding time.’ 

Captain Barkhorn had had other business to attend to, leaving just the two of them to seek out Perrine H. Clostermann for breeding. Will felt every bit as excited about her as with the last two.  

Will heard annoyed grunting and footsteps from the other side of the door. The door swung outward with a squeak, and there stood a beautiful blonde girl with glasses. ‘What do you want?’ She glanced down at Will. ‘Who’s this?’ 

Will opened his mouth to answer, but Mio grabbed his arm. She entered the room, dragging the confused boy inside. ‘This is the cute boy who’s gonna get you pregnant!’ she said. 

Will took a brief look at the room. It was quite well-kept, and smelled nice. Clean and pretty, like its owner. 

Perrine folded her arms. ‘Absolutely not!’ she said, ‘I don’t have time to get pregnant.’ 

‘You have time to do your duty as a Strike Witch! Not just anyone can give birth to a really strong baby, you know? Combining genes of _two_ magically gifted parents... that’s the whole point of this! Besides, higher command is taking care of everything. You don’t actually have to raise the baby once you give birth it... unless you want to!’ 

Perrine screwed her nose up. ‘I absolutely refuse. There’s nothing you can say to convince me otherwise!’ 

‘Oh, okay...’ said Will, ‘I guess I’ll just go, then?’ 

‘Absolutely not!’ Mio stamped her foot. ‘As your superior, I order you to comply.’ 

‘Y-you can’t do that.’ 

True, she couldn’t. But Mio knew the girl. Perrine would be persuaded. ‘You got me. I guess I’ll have to give you a little bit of encouragement, then! Just stay right there, Will.’ 

Perrine sniffed at the air. ‘You need a bath, Mio. You smell like... you smell like sex!’ 

‘And you don’t smell like sex! That’s a problem.’ 

Perrine shook her head, turning her back on Mio and heading towards the bed. ‘Get out before I complain to the commander. I don’t have to- eek!’ Mio brought a hand down on Perrine’s ass, smacking it with considerable force. Perrine froze, letting out a squeal of surprise. Ears and a tail manifested on her body, her familiar triggered by the shock. ‘M-Mio!’ 

‘Disobedient girls need to be punished!’ Mio gave her another smack, causing her to lurch a little more towards her bed. She found herself against the frame of the bed, unable or unwilling to put up much resistance. ‘Will, come over here.’ Will, feeling a little uncertain, obeyed. ‘Now, you, come on. Are you going to take this little boy’s cock or not? I can see you’re already getting a little wet down there from just two little smacks. You’re cock-starved, aren’t you, Perrine? Of course, you would be.’ 

Perrine looked nervous as she leaned on the bed frame, her ass pointed at Will and Mio. ‘B-but... I... I don’t want to be bred... especially not by some little kid!’ 

‘You’re either lying or just naïve. Tell her what you need her to do, Will!’ 

‘Um... I’m really supposed to get you pregnant with a baby, sorry. Could you take off your tights? And your panties? I promise I’ll be nice.’ 

‘Uuuugh... I can't believe I’m doing this...’ Perrine began to comply, starting to remove her leggings. She also undid some of the buttons of her blue top. 

Mio smiled. From ‘ _You’ll never convince me’_ to ‘ _fine, I’ll fuck,’_ in the span of thirty seconds. Mio’s bare buttocks were now on display, her clothing discarded at her feet. Will felt himself getting hard yet again at the sight. Perrine had similar proportions to Minna, with a supple ass and large, bulging tits below her uniform.  

‘Touch her butt, Will.’ Commanded Mio. 

‘Ngh... you’re so mean, Mio- ah!’ Perrine scrunched up her face and moaned quietly as Will began to squeeze and massage her buttcheeks. They were smoother than the other two girls, and she was also beginning to drip more out of her pussy.   

‘You have a really nice butt.’ said Will. 

‘See?’ said Mio, smiling, ‘he’s a sweetheart. He shoots lots of cum, too! I’m sure he’s still got plenty left in those little balls.’ 

‘But I don’t want... ah... a baby...’ 

‘Yes, you do. Just give him a few minutes so you can see what I’m talking about...’ 

‘Oo...’ Will had taken the time to remove his pants and undergarments. As always, his cock was ready and standing to attention. He positioned it at Mio’s pussy entrance, familiar with this position. ‘Wha… we’re going to do it right here?’ Asked Perrine. 

‘Right here. You’ll take a load of this cutie pie’s cum and get pregnant with his child!’ 

‘Fine… I guess if you really want me to, it’s okay… ahh!’ Will shoved his cock inside Perrine with reckless abandon, startling the pretty blonde teenager. Her tongue rolled out of her mouth. ‘Ahh! Shit!’ 

Mio smirked. ‘Prim and proper Perrine swearing… I think she needs some punishment. Get going hard and fast!’ Mio learned against the wall, smiling and observing the young boy with her friend.  

‘Ahhhh! You weren’t joking!’ Perrine braced herself against the bed, while Will began to thrust inside her. ‘I can’t believe I let you do this…I can’t believe I’ve let him put it in raw!’ 

Mio shrugged. ‘I don’t exactly hear you saying no.’ 

Perrine offered no response. She let the fertile young boy pump his hips against her, bringing her rapidly towards orgasm. While not untouched, her pussy had not had any action in quite some time. She was soaking wet as a result, and Will noticed. Learning from his earlier session with a Mio, he didn’t take it too slow, keeping a consistent medium pace with his lewd, humping movements. He didn’t say anything beyond his cute, boyish moans, wanting to hear Perrine’s thoughts. Her reluctance had put him off at first, but the spectacled lass didn’t seem to have any further objections. 

‘Mmm… mmm…’ Perrine put a hand to her mouth. She couldn’t be caught like this. She was a lady, not some slut. Or a cow… or another animal. She couldn’t stop the noises from escaping her mouth a bit. All Will heard was a series of pleasured squeaks as he poked at Perrine’s tail, curious about it. Her familiar was definitely something feline, catlike. Will thought she looked way too cute with those ears on top of her head. They didn’t at all match the lewd, dripping slutty pussy wrapped around his cock right now. ‘Mmmmmrrr…’  

‘Are you alright, Miss Perrine? I can probably just cum whenever… you have a really great pussy.’ 

‘Mraow! Meow!’ Perrine gave a series of meows and noises that were decidedly not fitting for a human, or a proper lady. With her tongue hanging out of her mouth, she began to mewl and meow like the animal familiar of her magic. 

‘Ahahahaha, she’s completely lost it!’ Quipped Mio, as Perrine began to purr. Will increased his pace, slapping his balls lewdly against her rear, reminding himself that he was not, in fact, actually fucking a cat. Perrine seemed content as she lay forward, purring like a housecat cuddling its owner.  

‘Are you alright, Miss Perrine?’ 

‘Mmmmm… meow… I want your cream… I want your cream inside me! Your hot, sticky white cream, I want it inside my pussy. Shoot it all out!’ 

‘More like your pussy cat, hahaha!’ Joked Mio, ‘you heard her, cutie pie! Ejaculate in this slutty little cat’s pussy!’ 

‘More, I need more! I love my master’s big cock inside me!’ 

Will grunted. ‘Just a sec… I won’t be much longer. I can shoot it all inside, right?’ 

Perrine’s eyes practically became hearts at the thought. ‘I’m cumming!’ Will felt his partner’s inner walls tighten, slick with the release of orgasm. ‘I want more of your little cock! I want your white cream inside my body, as much of it as you can give me! Yes!’ 

‘Okay. I’m doing it now!’ Will shoved himself as far inside as he could, bottoming out inside the pretty blonde’s pussy. His third load of the day proved as big and potent as all the rest, coating Perrine’s insides with fertile, life-giving special cream. Perrine cried out and mewled as she felt the powerful jets slosh around near her cervix, flowing into her most sacred depths. She continued her own lewd, drenching orgasm as she savoured the feeling of Will’s sperm assaulting her womb.  

There was no way she hadn’t been impregnated. Perrine leaned on the bed frame as she felt Will’s cock pull out of her, leaving her still spasming womb alone. The damage was done. At that moment, her egg was being fertilised by a strong swimmer from her young partner’s swollen balls, distinguishing her as the third Strike Witch to become pregnant with the child of Willam Ozpin. 

Will sat down on the carpet, huffing and panting. ‘Haa… haa… thank you for letting me have sex with you, Miss Perrine.’ 

‘Told you I’d convince you, kitten slut!’ Said Mio. The magic link tattoo manifested on Perrine's ass, marking her as an eternally loyal slut to Will, and confirming easily that she was pregnant with his child. 'And look at that!' marked Mio, 'worked like a charm. You're pregnant with little Will's baby, just like me. You'll eternally bound to be the lover and mate of him!'

Perrine, despite everything, wasn’t done yet. She wanted to be, part of her wanted to tell Will and Mio to get out of her room, as she pulled up her leggings and panties, sealing the creampie inside her. But she wasn’t quite satisfied. She’d came, sure, but there was something she still wanted. ‘S-sit right there, Will, I need more cream! I need to drink some of your milk!’ 

‘My milk. What are you- ahhh, o-ok!’ Perrine crouched down, beginning to lick the boy’s cock as she unbuttoned and removed her top. All that remained between Will and Perrine’s huge tits was her blue, fancy-looking bra. With a quick fiddle behind her, Perrine dropped the piece of underwear down, letting her tremendously smooth breasts hang free. Will’s eyes went wide. Huge tits still seemed wondrous to him, and he imagined they would for some time. Even more amazing was what Perrine draped them over Will’s cock, enveloping him in her tits. 

‘Are you cleaning me?’ 

‘No… I want more of your cum!’ 

Mio giggled. ‘Who would’ve thought that Perrine’s a greedy cum guzzler? I’ll let it slide, since you’ve so graciously allowed yourself to be bred.’ 

‘Mmmm…’ moaned Perrine. Will just let her do her thing. She began to move her tits up and down on his cock, bobbing her mouth on the end. Will groaned cutely as the ravenous older girl put her mouth on his cock, beginning to suck on the glans. Will almost collapsed over backwards from the incredibly sensitive movements.  

Perrine began to suck him off, at first cleaning off the cum from Will’s previous orgasm, then trying to make him release another one. She wanted that sperm in her belly; for that delicious milk to be inside her. She was nearly delirious as she moaned, sucking the boy’s still-erect length and massaging his balls with her huge breasts. 

He took in the picture, looking into Perrine’s eyes. She was a gorgeous girl, about sixteen or seventeen, and with eyes that hungrily stared at Will’s cock through her glasses. Will loved her gorgeous breasts and curvaceous figure. He glanced his eyes downward, to where her belly was obscured by her breasts bouncing up and down. Was that really going to get all big when she got pregnant? Will didn’t know. Right now, he loved how big her squishy tits felt on his most private area, and how soft her butt had been when he’d held it earlier. 

‘Mm…’ Perrine began to purr again, causing Mio to laugh. Perrine began to squeeze and massage her own tits, moving faster. Will particularly loved how her mouth felt on his cock. She was utterly engrossed in coaxing out the remaining cum in the young boy’s balls, becoming the first Strike Witch to ever drink the cum of a Warlock boy. That would show the rest of them. They could never be the first one to do that… unless Mio or Minna had done it, already, but she knew they would’ve viewed it as wasteful. Perrine did, too, in a way… since that meant it was cum that would never get the rest of the 501st pregnant! 

With the way Will was moaning, she would soon have her wish. ‘Perrine… you’re really good at this… I feel so good!’ Will felt no reason to give a warning at the time, but realised he probably should’ve said something once he started to cum in Perrine’s mouth.  

It was slightly less than last time, but Perrine didn’t mind. She moaned in pure bliss as she closed her eyes, feeling jets of warm liquid flow down her throat. The taste and texture were outstanding, fresh from the juvenile balls of a cute little boy. She looked up at Will’s face during his orgasm, his jaw had dropped in pure orgasmic pleasure, and he’d closed his beautiful eyes as a rush of energy coursed through his cock, and then his entire body, sending him delirious. A half dozen spurts of the liquid that remained in his balls squirted down Perrine’s throat and into her belly, satisfying her completely and making sure she was truly filled by Will. 

Will moaned, collapsing forward onto Perrine as she made sure to swallow every drop of his cum. 

She swallowed the last drops of his cum, feeling truly and completely filled. Perrine pulled back, smiling as she licked Will’s cock clean of semen. The young boy could barely remain sitting, and Perrine noticed. After she’d finishing making sure he was pristine and cumstain-free, she sat down, sitting cross-legged, and put her arms out for Will. ‘Come and cuddle me and suck on my tits. My tits are superior.’ 

Will agreed. Will obeyed. Will crawled forward, sinking himself into the flesh of the teenage girl. Her skin was gloriously soft, like a loving mother’s. Will buried his head in her breasts, absolutely in heaven amongst the huge mounds of flesh. He loved being so close to Perrine. He wanted to do this again, when he bred more of the 501st. Maybe. He wasn’t going to think hard right now.  

Will instinctively latched his mouth onto one of Perrine’s tits, sucking and licking like a baby. Perrine smiled. ‘I still can’t believe I let you get me pregnant with a baby,’ she sighed, ‘I really shouldn’t have… ah…’ she loved the sensation of Will playing with her nipples with his young, warm tongue. He didn’t seem concerned that his dick had just been between them. He switched to her other nipple, enjoying the pink flesh that would likely one day feed his child. 

Mio strode towards them. Will had almost forgotten she was there. ‘Well, I’d call that a successful persuasion.’ 

Perrine shook her head. ‘I can’t believe I let you talk me into this... but his cum is really so wonderful. There isn’t the slightest chance I’m not pregnant from that.’ 

Mio nodded. ‘Ahahaha... Will, are you having fun down there?’ 

‘Mhmm!’ replied Will, deeply sucking on one of Perrine’s erect nipples. He wondered for a brief silly moment why no milk was coming out, then remembered how things worked. Did that mean he _hadn’t_ put a baby in Perrine? Maybe they should go one more time just to be sure, but... truth be told, Will was feeling a little sore. 

Mio patted Perrine on the head, between her ears, making a purr escape her mouth. She covered her mouth. ‘Leave me alone, Mio! You... ah, who am I kidding? I can’t get too mad at you... I guess I’ll be having a child after all.’ 

‘Look on the bright side. We can have our babies together!’ She looked down at Will, noticing he looked tired. It was getting late. ‘Alright. I think this little breeding boy needs a rest.’ 

‘Hm? Will looked up. ‘Yeah, I am getting a bit tired... today’s been so interesting. Girls have such amazing bodies.’ 

‘We’ll have a rest,’ said Mio, a mischievous look showing in her one visible eye, ‘and then get right back into breeding tomorrow!’ 

‘Sure.’ said Will. 

‘I’ll tell you who’s next... in the morning!’ teased Mio. ‘Now, let’s get you out of here. Perrine, could you get him off your tits, please?’ 


	4. Ensign Eila Ilmatar Juutilainen

**Summary for the Chapter:**

> The protagonist awaits his next assignment in the hangar, bored... but then runs into another beautiful Strike Witch.

**Notes for the Chapter:**

> Good grief. I give kudos to anyone who can spell this girl’s name without looking it up.  
> For having such a difficult name, she will now be fucked and impregnated by a shota.
> 
> Commissioned by an anonymous fan.

Will strolled about the hangar, marveling at the planes. He’d considered becoming a soldier of some sort himself, but now that apparently wasn't going to happen. They said they couldn’t risk any harm coming to him, and his job making babies was vastly more important. Will had felt a little sad at first, but he certainly wasn’t objecting now. He was doing his duty, and it was very, very fun. He’d even been praised for his efforts by an important-looking person earlier that morning. Life was pretty great.

He was getting a little impatient, though. Minna and Mio had just left him in here while they’d been called off to do something. They were supposed to have arranged the next girl for him to breed with... but had been urgently whisked away right when they were to do so. Will sighed quietly, leaning against the wall of the wide, open indoor space. He didn’t want to waste any time. He should be working and doing what he had to… and who he had to.

As luck would have it, his problems were about to be solved. He’d been so lost in thought that Will hadn’t heart the footsteps approaching until they were right next to him. He jumped, causing the person to giggle. ‘Haha, sorry if I frightened you!’

‘N-no, it’s okay...’ Will was taken aback, somewhat. This girl was probably Perrine’s age, with a beautiful face, gorgeous blonde hair, and the most amazing boobs Will had seen so far. He could hardly keep his eyes off of them. ‘I’ll get out of your way.’

‘Actually, don’t.’ she smiled. ‘My name’s Eila. You must be Will, right?’

‘How do you know me?’

‘I’m with the 501 st . I was just briefed on you this morning. It’s great to meet you in person, you’re really cute!’

‘Th-thanks, bit does that mean you’re here for... you know? Me?’

‘Haha! Well, I was actually here to meet someone else… but since you’re here, how about we get on with the breeding? I just think it would be great to do, since I’m here!’

Will nodded, smiling broadly. ‘Sure thing. How do you want to do it?’

Eila smiled. This was going to be fun. ‘Just sit down right here. I want to touch you.’ Will obeyed, slumping down against the all, which was surprisingly warm. Eila crouched down to his level, sitting with him, giving him a close-up view of her bulging tits. They were F cups, very large, and jiggling in front of him. Will’s attention was taken away from them, however as Eila began to kiss him on the mouth.

He closed his eyes, letting himself sink into the adult kiss, loving the feeling every bit as much as the last time. Eila’s lips were soft, like those of an adult woman’s. To Will, she did not seem like a sixteen-year-old girl, only six years his elder. He reached a hand out, grabbing one of her soft, adult, well-developed breasts, certainly fit to nurse a child. Eila moaned quietly into his mouth, then pulled away briefly. ‘You’re a sweetheart. Have you had a grown-up kiss like this before? You’re very good…’ She resumed the kiss, intertwining her tongue with the young boy’s before he had a chance to answer.

He loved the feeling. He tried to push Eila’s tongue out, as if making a game of it. He put his face as close to hers as possible, appreciating everything about her. Her beautiful face, her hair… her giant tits. Will now grabbed and squeezed both of them, enjoying the soft flesh as much as he always did. He looked deep into Eila’s eyes, letting her kiss him with aggressive, grown-up movements. He moved one of his hands up, stroking her hair, realising he hadn’t much appreciated that on the other girls. It was soft, silky and wonderful – if Eila had his baby, Will hoped it would have hair like hers.

Elia pulled away from the kiss, sticking her tongue out and leaving a trail of spit between them. She smiled again, lighting up Will’s world. ‘Well, let me prepare for you. I think it would be very nice to have you breed me!’ Eila stood up, ruffling Will’s messy hair as she did. She began to lower her tights, pressing her body against the wall. Will took a nice look at her underwear. She wore panties of similar material to all the witches he’d bred so far, only Eila’s were a blue colour that matched her outfit.

She lowered them slowly. Her pussy was as smooth as the rest, beautiful and shaved, moistened already in anticipation for doing what it was meant to do. Will smiled, feeling a little more confident and knowing what to do. Eila braced herself with her hands on the wall, letting her undergarments drop to the floor as she thrusted her bare ass towards Will. The young boy felt excited, ready to do what he needed to do once again. He removed his own lower wear and shoes, leaving his lower half naked and his bare, erect cock exposed.

Eila giggled like a schoolgirl. ‘Your whole body is so cute! Just look at you. You’ll make a little baby for me with a cute face and a cock that can make even more children… your lineage is going to be very important for our country, isn’t it?’

That made Will’s heart race. He began to prod his cock at Eila’s pussy entrance, as if testing it. ‘Really?’

‘Mhm! I heard you already knocked up three of the girls in the 501 st in only your first day of doing this, and they’ve got the markings on their thick butts to prove it! Which one of us has had the greatest ass, so far?’

‘Ah… I don’t know. You’ve all been so nice… and you’ve all had such big boobs. But I think yours are the biggest.’

‘You can squeeze them if you want. Here, I’ll take my top off, too… you can start thrusting inside me! You’re getting me so hot, teasing me with your cute cock like that… go ahead and stick it in, haha! I don’t mind.’

Will nodded wordlessly, gently inserting his dick inside Eila. She moaned, quiet and content, happy to nurture him into putting a child inside her. ‘I bet the other girls had you go hard and fast… do you want to try being more gentle with me? I don’t mind, either way… but you might like it better.’

Will nodded, then realised Eila may not see that. ‘Okay. I hope I can make you feel good.’ Will gingerly pushed himself inside, sliding his cock along Eila’s wet passage, until he bottomed out. The feeling of the wet flesh squeezing down on the raw skin of his dick hadn’t got old. Will suspected this was one of those things that never stopped being fun and amazing. Eila’s familiars appeared abruptly, the ears of a black fox materialising atop her head, and a small tail appearing just a short distance from where Will had thrusted himself inside.

Eila smiled back at him, biting her lip. ‘Now thrust… cum whenever you like.’

‘I wanna make you cum as well. You should have fun.’ Eila giggled at his enthusiasm. Such a cute kid, eager and willing to please! Will drew back, nearly pulling out, then thrusted back in slowly, making Eila let out a contented sigh. She had taken off her top, leaving only her bra. She unclasped it too, letting the underwear fall to the ground. Will leaned forward, so his chest touched the soft, shining skin of her back. Continuing to thrust at a leisurely pace, will reached his small young hands around to grab Eila’s breasts, putting one hand on each.

‘Mmm… I have some of the best boobs, don’t I?’

‘Definitely! I love boobs so much.’

Eila moaned, closing her eyes. This was nice. She thought to how she’d look in the future, pregnant with a baby… it would be interesting to see how much bigger her breasts got. She would make sure that happened today. If she was going to receive a baby in her prime and fertile age, she was going to enjoy the moment… and make it truly a memory. Will continued at a slow pace, Eila’s slick juices were really coating his member now, making it easier for him to thrust and trying to coax him into simply ravaging her, into pumping in and out like an animal. But not this time. Will still didn’t consider himself an expert at sex, despite having already fathered three future children, but he knew there were many ways to do it. It was supposed to be fun, and not done the exact same way every time.

He loved this position, doing it from behind, though. He’d been thinking exactly along the lines of Eila – thrust gently, take his time, make her cum from his loving ministrations deep inside her. Will closed his eyes too, moaning and losing himself in sexual bliss. This was pleasant, it made him feel great, too, despite not being the fast, animalistic sex he’d had previously.

Will continued to appreciate the older girl’s tits. Until yesterday morning, he’d never seen breasts. Now he loved to touch, squeeze, pinch, lick and suck on any big tits he could, especially those as amazing as Eila’s. He wanted to reach around to suck on them, but maybe some other time. Would they just keep getting bigger and bigger if he made her pregnant multiple times?

‘Mm... you’re so gentle, little Will... I love the way you’re taking care of me... ooooohhh...’

‘Are you going to cum, Eila? I’ve still got a lot of feeling to build up... but I don’t mind if you cum on me.’

‘Ooooooh!’ that sent Eila over the edge – such a cute voice telling her to cum all over him? How could she say no? ‘Here it comes… my love juices are gonna squirt all over your cock!’ Eila’s vaginal muscles contracted, sending a wave of warm, slippery cum across Will’s genitals. The young boy didn’t release any of his own cum, beyond the dribbles of precum he’d squeezed out already. Honestly, it was a little surprising that the sperm in just that bit of liquid hadn’t managed to knock Eila up, with how fertile the young boy was. 

‘Ah… wow… I felt so good!’

‘You’re welcome, Miss Eila!’

‘It’s hard to believe you’re only a little boy…’ remarked Eila, ‘I feel like I could have a thousand babies for you. I really want your cum inside me… your cock is so cute, and lovable, and I want it inside me until it can’t make babies anymore!’

‘That’ll be a long time away, right? I can give you lots of cum and lots of babies for the country.’

Eila’s tongue hung out. ‘Yes! I love you, little Will! You’re so perfect…’

Will stopped his thrusting briefly, then continued, accelerating slightly. Eila’s recent orgasm added an extra layer of lubrication, allowing him to enter and retreat with ease. His pink, throbbing cockhead felt so good, so sensitive, the feeling of it rubbing against the raw, fertile walls of a woman’s deepest depths never ceased to amaze him. Even at this moderate pace, he could feel himself able to cum already. He decided to hold it back a little longer. He wanted to make sure Eila felt good, that she came again all over his cock, and that her womb was primed and ready to receive his baby.

‘Mmm... ah... ah... ah...’ Eila worried for the briefest moment about being overheard, then dismissed the thought. Nobody had any right to scold her for having hot, ball-slapping breeding sex in the hangar. This sweet, glorious fucking was signed and sanctioned by the motherland. She was going to be recognised and awarded very well for having her eggs inseminated. She moaned again, and spoke.

‘Breed my womb... impregnate me with your strong child! I want your cum. I want your baby!’ Eila knew it. She’d be a personal baby factory for the superior genes from Will’s young body. The thought sent her wild, her arousal heightened at the thought of mothering many cute, strong babies. She bucked her hips against Will, ready to orgasm for a second time, to receive his life-giving sperm into her fertile cunt. ‘Aaaah! I’m cumming, I’m cumming again!’

‘Me too, Eila. I’m gonna shoot it all inside!’

‘Do it. Get me pregnant! Yeeeees!’ Eila felt the wave of hot cum spurt into her depths, spraying into her womb. Will groaned and collapsed forward, breathing heavily. Hearing his cute voice in bliss sent Eila into a highly passionate orgasm. She squeezed her young partner’s cock for all he was worth, milking every spurt of fertile sperm that he had. Will came as hard and deep as he could, wanting more than anything for Eila to carry his child.

And so, she did. A sperm found one of Eila’s eggs, which became nestled and attached to her womb. But the young woman’s carnal desire had paid off. Seconds later, it was joined by another newly-formed life implanting itself in the wall of her uterus. 

The magical tattoo signifying a successful impregnation appeared on Eila’s asscheek, but this time, it was different. Instead of just Will’s initials, the marking was accompanied by a “+2’ symbol below it. Will had collapsed forward, exhausted, and hadn’t seen it... but Eila would surely be overjoyed later when she noticed she would be carrying twins!

‘Wow...’ they both stayed in position, idle, letting their orgasms ride out. Will fell over backwards as he withdrew himself, comically falling onto the ground. ‘Ow!’

Eila giggled, turning around and getting down onto the ground. She bent down to see Will’s cock up close, thinking to herself. I’d let that inside me any time, she thought. She quickly set to work cleaning the young boy’s cock, licking off their combined juices and sucking at the sensitive tip. She couldn’t believe how full she felt... and how good his cum tasted. 

She spoke in between licks. ‘Mmm… the way this whole thing is set up, it talks as if we all only need to have one baby each… but I don’t think that’s what’ll really happen. I personally would love for you to breed me more than once… I think you’re really too cute to only have one baby with. It would be such a waste!’

‘That sounds great! But, um… I think I’m really supposed to do all of the girls at least once, first. I think.’ Will loved her beautiful eyes as she worked at his cock. He thought Eila certainly one of the prettiest girls he’d fucked so far.

‘You think?’ Eila joked, ‘Yes, you would be correct... who’s next? Do you have a list?’

Will shrugged. ‘I was waiting to be told who to breed next, when you showed up...’

‘Speaking of showing up... you can come out, Sanya!’

‘Huh?’ said Will.  A younger girl with silver hair poked her head out from behind a corner. Will felt confused. ‘What are you doing here?’

‘I was going to ask the same thing,’ said Sanya, ‘you two are breeding right here?’

Eila smiled at the both of them, looking mischievous. ‘We just finished, actually... how about we show you what you’ve been missing out on?’


	5. Lieutenant Sanya V. Litvyak

**Summary for the Chapter:**

> In walks Sanya! It's probably self-explanatory what's going to happen at this point.

**Notes for the Chapter:**

> Commissioned by an anonymous fan.

Sanya looked a little embarrassed. She blushed, feeling a stirring in her loins. ‘Did you call me here to have sex with him…?’

Eila stood up, giggling. ‘No, no, of course not! I just wanted to chat to you about some things, but that was one of them. Since you’re here, how about we get right to it?’

Will raised an eyebrow. ‘Really? ’

‘Well, can you go again?’

Will looked San ya up and down, thinking her quite pretty. She was a little younger than Eila, and her tits did not match Eila’s impressive bosom, but were still a large, full D cup even at her age.  She was a decent amount shorter than Eila, too , but Will still liked her appearance and thought her a beautiful young woman. ‘I could go again. If Sanya wants to. That was your name, right?’

Sanya nodded. ‘ It’s Will, isn’t it?’

‘Yeah.’

‘You’re very cute.’

‘Everybody keeps telling me that.’

‘Well, it is true.’ Remarked Eila, beginning to reposition herself. She got forward onto her hands and knees, onto the bare floor of the hangar, the mixed juices of her cum and Will’s spilling out onto the floor. She leaned towards where Will was sitting, his cock beginning to go flaccid. ‘How about you get those pesky clothes off, Sanya, and get down here? This cock won’t cum by itself.’

Sanya stammered a little. ‘I... I don’t know my way around cocks very well... I haven’t done very much.’

Eila reached a hand onto Will’s cock, starting to gradually stroke it back to erection. ‘I’ll help you through the whole thing. Don’t worry, it’s not scary. You want an important child in your belly, don’t you, Sanya?’

‘Ah... of course!’ 

‘Then don’t stress. Here, sit down and show Will your butt. Don’t worry, he’s every bit as cute as he looks. Quite the sweetheart. Sure, he’ll give you a bursting load of  boycum straight into your womb and make a strong baby in you... but he’s still a sweetheart.’

‘Okay, then...’ Sanya smiled at Will, looking a little nervous. She began to remove the clothing covering her lower half. ‘I’d like to have a strong baby. Especially if Eila is going to help me...’

‘It’ll be perfect!’ said Eila. ‘We’ll both be pregnant at once. We can swell up with babies and service little Will’s cock together!’

Will focused on Sanya’s hips and pussy as she lowered her undergarments. They were nearly identical to the ones Eila had worn, for some reason.  She wore light blue, lace panties that fit her pussy  tightly, framing her hips.  She  slowl y lowered and  dropped them to the ground, revealing her young, fertile snatch to the young boy. She touched at it with a single, delicate finger. ‘So... do you want to just climb on top of me?’ she asked Will.

‘I don’t know, what would be most comfortable for you?’ the boy replied.

Eila laughed. ‘I told you he was a sweetie!’ she said. ‘But let me help you with this part. Get on your hands and knees and show little Will your butt. Don’t worry, he’ll like it. He loves everything about pretty girls.’

Sanya wordlessly obeyed. She slowly got into position, presenting her young pussy to Will, whose cock was rapidly hardening and getting ready for another round.  Sanya seemed as attractive as the rest of them, despite her slightly younger age. Her tits, a  pair of  D s , didn’t quite compare to Eila’s impressive knockers, but Will loved them all the same. His attention wasn’t on them right now, though. He was examining Sanya’s exposed ass and pussy. Thick and lovely, and just now starting to drip with her arousal. ‘You have a great body, Sanya! Can I put my dick inside you?’

Sanya looked to Eila for approval, to find the older girl was sitting in front of her. Sanya’s eyes went wide. Eila, her best friend, was sitting on the ground in front of her, cross-legged for a few moments.She slowly parted her legs, revealing her pussy  to a bewildered Sanya.

‘Will, be nice and gentle with Sanya… at least at first!’ Said Eila, smiling gleefully. ‘ I want you to fuck her and inject her  with a nice load of  boycum , just like you did to me. Sanya, would you like to eat my pussy?’

Sanya stammered, blushing profusely. ‘I… u-um..’

‘Come on, now, don’t be shy. You can even taste some of Will’s cum. Get it before it all leaks out!’

‘Is it really ok? I can… lick your pussy?’

‘Of course! Go as hard and rough as you like with your cute little tongue, Sanya. Good friends do this for each other.’

‘…Eat each other’s pussies?’ Sanya didn’t mind at all, of course. This whole scenario was like something out of her wildest fantasies. And it was seconds from being reality.

‘Yes! Just stick your tongue in and lick away as much as you like. I’ll happily cum for you,  or all over you.  you are my best friend after all!’

Sanya felt touched. In a metaphorical way. ‘Th-thank you very much! I’d really love to make you-  aaaaaaaaaah !’ 

Willl

‘Oops. Sorry.’ the boy  apologised . ‘I thought I was ok to go. Should I take it out?’

‘No, no...’ responded Sanya, grunting. A kid’s cock shouldn’t have been this difficult to take, but Sanya wasn’t a large girl. ‘It’s totally fine. It just... it’s a little painful, is all.’

‘Can I start?’

‘Start thrusting, Will.’ commanded Eila, touching at her pussy. ‘Sanya, don’t be afraid. I’m not going to bite your head off.’

‘O... Ah! O-okay.’  Will began to thrust inside her, stretching her pussy wide open.  The stimulation caused the girl’s familiars to appear: the ears and tail of a black cat. They definitely made her cuter, at least in Will’s eyes.  ‘Wow... it hurts...’

‘Eat me out.’ Eila commanded. Her friend finally obeyed, figuring it would indeed distract her from the pain.  She stuck out her tongue, touching it against Eila’s recently-used pussy, probing to see how it felt  for the older girl. The reaction seemed positive,  and Eila moaned, giggling. ‘I like your enthusiasm, Sanya. But you can be rougher than that. I want to cum all over your cute face.’

‘Y-yes, ok!’ Sanya began to stick her face in her friend’s pussy proper, rubbing juices onto her own lips. She could taste some of her own friend’s cum, as well as that of Will’s. She licked and lapped atEila’s slit, swallowing some of the liquid, so it didn’t leak out. It wouldn’t go to waste this way. Sanya quite liked the taste, a mix of her best friend’s love and that of the person who’d soon impregnate her.

Will was hard at work, keeping a moderate pace as he fucked Sanya from behind. Her  buttcheeks felt nice and soft in his small hands, unblemished, softer than Eila’s. Will supported himself on them as he shoved himself in and out of Sanya’s tight pussy, which wrapped around his cock snugly. 

H e loved  how wet Sanya was. Despite her initial reluctance, the young girl was now beginning to pleasure her older friend vigorously.  Her talents weren’t going unnoticed by Eila, who sat in position, biting her lip and leaning back. ‘How does a young cock feel inside you, Sanya? You know his first time was only yesterday! Would you believe that?’

‘ Oooo …’ moaned Sanya, ‘no, no I wouldn’t…’ Sanya kept focused on what she was doing. The initial pain of the young boy’s cock was now almost all pleasure, which filled every inch of Sanya’s quivering body .  Will  aimed to please. In the past day and a bit, he’d bred four gorgeous women. The implications of that felt strange to him, sometimes – he was going to be a father of at least four – five, actually, thanks to Eila – with more  strong babies being created  for every  spurt of semen he shot into fertile  Strike Witch wombs. Sanya  knew she would be the next as pleasure built up deep within her, slowly making her give in to her  animalistic needs. She was blushing a lot, the amazing feeling in her nether regions becoming increasingly distracting. 

‘You’re really good at this, Sanya!’ Remarked Eila, beginning to huff and pant. ‘I think we should do this more often.’

‘ Mmmph …’ Sanya was too focused on eating Eila’s soft, swollen pussy. 

‘I’m probably gonna cum soon. How are you doing back there, Will?’

‘I’m good. I can probably shoot it in her whenever. She feels really tight!’ Will felt a little bit sore, to be perfectly honest, but he wouldn’t complain. He didn’t want to be a weakling, or an idiot. This was his job, after all. 

Eila moaned contentedly. ‘You hear that, Sanya? He likes you!’ Sanya didn’t respond. She was focused on drawing circles with her tongue on Eila’s perfect pussy, showing her love to her friend... well, she supposed  they were lovers, now. Sanya didn’t mind one bit. 

Eila chuckled at the lewd, wet slapping noises Will’s hard cock made against her friend’s pussy. He was probably pumping right up against her womb, ready to soon release a torrent of fertile cum to make yet another baby. As if guessing what she Sanya was thinking, Eila began to speak. ‘Hmm... Sanya may be a little younger and shorter than me... but she can still carry a baby just fine. We’ll get to do it together, too.’

‘What do you mean?’ asked Will, gradually approaching orgasm. 

‘Be pregnant. Like I said before. It’s going to be so much fun!’ Eila reached a hand down, reaching Sanya’s face, which was now stained with her friend’s pussy juices. Sanya glanced upwards, getting a good view of her friend’s tits. They really were massive. So amazing. How would her friend look pregnant? How would  _ she  _ look pregnant? ‘Can you wait, Sanya?’

‘Huh?’

‘To be big and pregnant. You’re lucky you get to start a little younger. You’ll match my big tits in no time, although you’re no slouch yourself... carrying big boobs around all the time might make you do that, though. Slouch.’ 

‘Mmm... to be pregnant alongside you... it’d be wonderful. I can’t wait to have a big belly full of Will’s child...’

‘But first, Will has to knock you up!’ Eila waved over at Will, who had become engrossed in what he was doing. He was engrossed in Sanya’s curves, and gazing at her beautiful hair. He really found it hard to believe that this girl was a teenager, just a few years older than him. She was like a beautiful, fertile goddess. ‘Are you ready to get Sanya pregnant as well?’

‘Sure, I was just wanting to shoot it into her! Sanya, are you feeling good as well?’

Sanya pulled away from licking Eila’s cunt,  red with pleasure and embarrassment. ‘I’m about to… I’m about to spray my cum everywhere… it’s going to go all over you, Will!’

‘That’s okay! I like it.’ Will replied, holding back his sperm. He would cum as soon as his partner did. ‘I can feel you squeezing me harder, Sanya. It’s so nice…’

Sanya didn’t respond, continuing to tongue Eila’s clit, wanting to make the older girl’s pleasure culminate at the same time. She moaned, the sounds muffled by Eila’s pussy, and the amazing feeling became a full climax as Eila threw her head back and screamed, orgasming on her friend’s face.

Eila  bit her lip and began to drool a bit. Sanya had given her a tremendously powerful orgasm. She squirted bursts of liquid arousal into Sanya’s waiting mouth . Sanya felt the warm, strange-tasting liquid  flood her mouth, flowing across her tongue. Her friend ejaculated with enough force to jet directly down the teenage girl’s throat, filling her belly.

Filling her belly at the other end were hot, thick spurts of Will’s sperm. Sanya could do very little but lay there in pleasure, her butt stuck up in the air, moaning quietly like a cow being mounted by a young bull. Will’s semen continued to flood the innermost parts of her womb. One of his swimmers found its way to her egg, and Sanya was rapidly made into the fifth person to bear t he child of young Will. Will huffed, feeling a little tired, as he begin to draw his cock back. He nodded to himself as confirmation of his deed appeared – the tattoo of his initials  on Sanya’s left butt cheek. She was pregnant with the young warlock boy’s baby . Will smiled, making a quiet, contented moan.

He collapsed back, sitting on the ground and closing his eyes. That was the thing about getting everybody pregnant… it sure was physically exhausting. But he’d put up with anything he had to for the sake of the country, especially if it was for the sake of his babies.

Will needed a moment to rest... just a few moments. He let his raw, cum-covered cock hang free for a half-minute, but he quickly felt something warm and wet on him once again. He opened his eyes.

To his delight, Eila was now licking his cock lean of sperm. No, wait – she was sucking him up and down, attempting to pleasure him further. ‘Sanya, come join me. Come on!’ Sanya, almost in a trance, turned around and bent down. She copied Eila’s position – head down, licking Will’s cock, ass pointed straight up in the air. As Eila began to finger herself some more, so too did her friend. ‘ You did very well at eating my pussy… I’m sure Will’s bred you too! As soon as you see that mark on your butt, you’ll know…  we really will be two pregnant lovers!’

Sanya paused from  sucking Will’s cock  for just a few moments, briefly getting up to examine her own rear. She gave a quiet gasp as she saw that the tattoo binding her to Will and marking her as pregnant had already appeared. ‘Wow…’

Eila got up as well, leaving her friend to continue leaking and cleaning the sperm off of Will’s shrinking cock head. ‘I should probably check if I have it on my – oh. OH!’

‘What is it?’ Asked will.

‘You impregnated me with twins! I’ve got the marking for that!’ Her eyes were practically hearts at the thought, an intense arousal and satisfaction striking every bit of Eila’s being.

‘…you never noticed?’ 

‘I never looked at my ass!’ Eila got back down, smiling like a dopey schoolgirl. ‘That’s so great… I’m going to swell up extra, extra big and have twice as many adorable, amazing babies!’ Eila  returned to licking Will’s cock, which  was now throbbing and nearing climax. Will moaned quietly as Sanya probed at his young balls with her tongue. She quite liked the smooth little orbs, where the sperm that had just impregnated her had been made. Soon, it would mark her again.

She loved being close to her friend, servicing a cute boy together like this. They began to lick opposing sides of his erect shaft,  and Eila began to  recognise the pulses of an approaching orgasm. She giggled as Will huffed, pleasured.

His primal instincts told him what to do.  Eila… Sanya…  I’m… I’m gonna cum again! Ah!’ With his young hands, Will grabbed the two girls  on the backs of their heads, shoving them as close to his cock as possible as he began to ejaculate for the third time that morning. Hot, sticky ropes of gooey cum coated the faces of  the  two girls. The first spurt went across Eila’s left cheek, marking her even more as Will’s sworn lover. The second and third coated Sanya’s eye and went into her mouth, letting her enjoy his taste once again. both girls closed their eyes to receive the final few spurts on their tongues, and Eila eagerly lapped up the liquid as Will sprayed her face down.

Will sighed contentedly. This was amazing. T wo  beautiful girls, here just for him and to help him do his duty in the best possible way. Eila and Sanya would have amazing babies for sure.

‘Sanya, what do we say?’ Asked Eila, getting to her feet with her friend.

‘Th-thank you, Will…’

‘Thank you for what?’ Eila smiled, teasing her friend.

‘Thank you for putting a strong baby in my womb and marking me with your child!’

Will chuckled. ‘You’re welcome. Both of you!’

Eila thought to herself. ‘ You know, I think I know who you should breed next. You haven’t done it with Captain  Barkhorn yet, have you?’

‘Uh… no! Yeah, I remember her. I ran into her yesterday, but only briefly.’

Eila nodded. ‘She’s been quite lonely, lately. I think she’d love some company, and some  creampie sex. Her little sister is visiting her soon , too… maybe you could breed her as well. She’s quite a cutie, and your age, too! She’d be very lucky to have a baby from you when she’s still so young… but that’s just a thought.’

Will nodded. ‘That sounds good. Thank you two for letting me breed you!’


	6. Captain Gertrud Barkhorn

**Summary for the Chapter:**

> Trude gets her turn, but so does a surprise second young girl...

**Notes for the Chapter:**

> Commissioned by an anonymous fan.

Will moved at a steady jog, heading towards the base’s gym area. Except for one thing... was he supposed to take a left here, or a right? He scratched his head, frowning. That’s what history would call him – the boy who impregnated tons of witches but got lost all the time. The boy with an erection and no sense of direction.

But help was at hand. Will  recognised somebody, strolling right by him. He ran up to her. ‘Hey,’ he said, ‘hey, hey, Minna!’

Commander Minna jumped in surprise, but then smiled.  ‘Fancy seeing you here! You’re as cute as ever.’

Will panted, coming to a stop. ‘Sorry, I just, uh… which way’s the gym?’

‘That’s it just ahead.’

‘Oh. Sorry.’

‘Don’t be. Hey…’ she looked  around the area, checking left and right. Nobody was here, and they were hidden from view at this angle. ‘Before you go, let me show you something.’

‘Sure.’ Will looked st the older girl curiously as she turned around, moving her hands to her leggings. She removed them and her panties in one quick movement, exposing her rear to Will. 

‘You see that?’ Will, for the briefest moment, thought she was referring to her ass… before  realising she meant the tattoo of his initials etched into one of the cheeks. ‘You know what this marking means?’

‘Cool! So I got you pregnant right away as well?’

‘Of course you did.’ She pulled her undergarments back up, feeling a tad naughty at having flashed the young boy in public. ‘I guess one of the others told you about the markings. How many of them have you bred?’

Will took a moment to think. ‘Five, now. And I’m going to go do another one right now. I’ve gotta go, I can’t be late!’

Minna laughed as the young boy ran off. ‘Have fun, you adorable boy!’

+++

The gym wasn’t hard to find after all, and  neith e r was Will’s next breeding target. She was up the back, doing push-ups. Will stood in front of her for a few moments, before she noticed him. She stopped, getting to her feet as Will spoke with as much assertion as he could muster.

‘Uh, Ms. Barkhorn… ‘I’m here to do my duty and breed you for the sake of the nation!’

Gertrud  Barkhorn shook her  head, a barely perceptible smile on her face. ‘Call me Trude, please. It’s good to see you again, Will. I was wondering when I would.’ Will noticed somebody else, standing just to the side. He raised an eyebrow, surprised. A young girl, probably his age, was holding a water bottle and a towel. She was a dead ringer for Trude, who gestured to the young girl. ‘Will, this is my sister Christiane. Everybody calls her Chris.’

‘Nice to meet you.’ Said Chris.  Will nodded. She was adorable, like a miniature cute version of Trude. Will waved to her.

‘So, have you bred anyone else since I last ran into you?’

Will blushed, remembering his encounter with  Mio at the beach. ‘Um… Perrine, Eila and Sanya. They all got the markings right away.’ Will took a brief look around the gym. It was unoccupied save for one other person, who looked like she was trying not to be caught listening in to their conversation.  She was a blonde girl in dark clothes, working away at some of the exercise equipment.

Trude smiled. ‘That’s because you’re so virile. What an amazing boy. Wouldn’t you agree, Chris?’ Chris nodded, not meeting Will’s gaze.

‘Eila got a different marking… apparently I put twins i n her. She got really excited and freaked out a bit.’

‘Hahaha…’ Trude laughed quietly. ‘I knew she’d really like you. She was raving about you earlier, actually. I think she truly likes you…’ Will nodded. What an interesting thought. ‘Anyway. I don’t want you to breed me...’

Will’s stomach dropped. ‘Wait, what?’

‘Let me finish… I don’t want you to breed me  _ first.  _ I want you to breed Chr is!’

‘Really?’ Said Will.

‘ Really?’ Asked Chris. She blushed  deeply, her lips forming an ‘O’ shape as she looked over Will.

‘Come on, Chris,  you think he’s cute, right? And you’re old enough to get pregnant.’

Chris gave an awkward smile, then nodded. ‘I think Will is really… is really cute! But I’ve, uh… I haven’t actually done it before. Sex.’

‘I think you’re cute too, Chris!’ Will did. Not in the same way as the young adult and teen girls he’d fucked so far. Chris had to be the same age as Will himself, with a cute, smooth face, B cup tits, and height actually a tiny bit _shorter_ than Will. She wore a cute skirt and button-up shirt.

‘ Don’t worry.’ Said Trude. ‘It’s not a problem if you’ve never had sex. Will hadn’t either until a couple of days ago, right Will?’

‘That’s right!’ Answered Will.

Trude grabbed her sister by the shoulders, sternly directing her towards the wall of the gym. ‘Sex is a great way to have fun and cool off. And to continue the human race, of course.  You don’t have to take care of the baby, unless you want to. ’

‘Uh…’ Chris did as directed, putting her hands on the gym wall. ‘I’m still a little nervous.’

‘Don’t be. I’ll be helping you along the way, the entire time. I’m not just talking about having sex, but we’re going to be pregnant together as well. I can help you with your baby.’

‘It’d be a really cute baby, right?’

‘Just lean against the wall and poke your butt o ut… and yes, of course it will be cute! It’ll be Will’s baby, after all. Just look at how adorable he is.’

Will walked over to where Chris had been positioned against the wall. He stood behind her, beginning to remove his pants. ‘Is this position okay?’

‘This  is fine.’ Said Chris, in a cute voice. ‘It’s not gonna hurt, is it?’

Trude crouched down to where her kid sister was poking her ass out, wiggling it a bit.  Sub c onsciously , perhaps? She felt proud of Chris. ‘It might hurt a bit, but I know you’re a tough girl. It’ll be well worth it, too. True, you’re not officially affiliated with the program to breed with Will, in any way… but that’s easily changed with a bit of paperwork, especially if I’m involved.’ Trude touched her sister’s young ass, smiling and causing the young girl to jump in fright. ‘Even though you’d be far from the first to be bred, you’ll be the youngest girl to have a baby from little Will. You could have plenty more too, since you have quite a few extra fertile years!’

Chris nodded, heart racing. ‘ It sounds cool,  how  do I start?’ 

‘ Well, to start with, we’re sadly going to have to take off that cute little skirt.’ Trude grabbed her sister’s sides,  hooking her thumbs around the little girl’s skirt, and promptly removed it. Chris  gave a high squeal,  surprised at how stimulating the feeling was. Will had already removed his pants, and thrown them aside – his young, breeder cock was beginning to get erect, standing at half mast. He didn’t touch Chris just yet. He wanted to have a look at her, after all – she wore the most adorable pink panties, which were creating a serious cameltoe to arouse Will. His eyes went wide. ‘My sister’s butt is cute, isn’t it, Will? ’

‘Definitely.’ answered Will. Trude removed her young sister’s panties, exposing the girl’s virgin pussy. Chris blushed as her immature nether regions were put on display, to a cute boy her age with a ready, erect cock. ‘Come on, Will. She’s ready for you. Breed my little sister and make her a young mommy!’

Chris turned back, briefly. ‘It’s fine. I’m excited... you can put it in!’

‘Sure thing!’ Without further delay, Will grabbed Chris’s soft ass, and inserted his cock into her bare pussy. The girl squealed in pain, and Will stayed in place for a while to let it subside her. He wondered why there wasn’t any blood... but then remembered that didn’t always happen when girls had their first times at sex. That wouldn’t have been good, anyway. Will began to pump into the girl who, for once, was not much larger than him. He could only just fit his dick inside her, too.

Trude giggled quietly at the lewd moans of her sister. She got up and draped herself over Will’s back, beginning to massage a n d rub the cute boy’s shoulders. Will groaned, instantly feeling more relaxed. Warm flesh was now against him on both sides, and his muscles were instantly beginning to feel more relaxed. ‘That feels good, doesn’t it?’ asked Trude. ‘My sister may not be saying much, but those moans mean she’s very happy.’

‘Ooo...aah...aah...’ Chris braced herself on the wall as Will fucked her hard. She’d expected him to be a bit gentler, but she wasn’t complaining. This was amazing. She’d played with herself plenty of times before, but that just didn’t compare to this. She felt even more amazing as Will reached both hands around to grab her young breasts. She’d developed them nice and early to go along with her period. Will began to squeeze at them, finding her nipples below her shirt and rubbing them. Chris threw her head back and cried out, the pleasure of sex overwhelming her young body.

Will, on the other hand, had noticed something. ‘Trude... the other girl in the gym is touching herself and watching us.’

Trude glanced over to said girl, shaking her head. ‘That’s just Erica. She’s probably masturbating knowing that wonderful cock of yours is going inside her, too, sometime. The naughty slut... just focus on Chris, for now. You want to knock her up, don’t you?’

Will kept his thrusts at a good pace, enjoying the feel of Chris’s amazingly soft flesh slapping against his balls. Despite having the smallest curves of any girl he’d had sex with, he really liked her. Her butt looked nice, and her hips were already starting to widen nicely. And, of course, she was so soft! Big boobs were the softest thing of all, but Christiane’s body sure came close! Her ass bounced with every thrust from Will. He felt the soft, bouncy flesh jiggle and jiggle with every lewd slap against his balls, while her tits bounced around at the grip of Will’s hands. They may not have been enormous, but they wobbled and jiggled in his hands, and fit snugly into his palm as they moved with the force of gravity.

‘Will?’ Trude repeated herself.

‘Yeah?’

‘Come on. I want you to put a baby in my little sister’s tummy.’

‘I’m working on it.’

‘Working on it? Come now, that’s not good enough. It’s a privilege for her. You came here to breed me, after all. This isn’t exactly according to the rules. In the view of the high command, this is a waste of semen.’

‘Hey, I’m not gonna waste it!’ protested Chris. She reached a hand back, and grabbed one of Will’s. ‘Shoot your sperm into me... I want to have a baby. I want to be pregnant really young for you.’

‘Just give me a bit longer... ah... wow, Chris. You’re so amazing! You have a really great body.’ Will couldn’t believe how tightly he was being squeezed. This was much harder, or more difficult, rather, than having sex with any of the 501 st . Will was now thrusting as fast he could, but couldn’t go more than a medium pace. He was about to blow at any moment, too. ‘Chris, I’m going to cum inside you now!’

‘Ah, it’s okay. Do it! I’m gonna...  aaaaaaaaaah !’ Will began to release his seed into the young girl. While he thought his to be a particularly potent orgasm, it was nothing compared to Chris’s. To describe it as mind-blowing would be fair. The girl cried out, squeezing Will’s cock like a  vicegrip as she ejaculated all over him, spilling her juices onto the floor. Her cries quickly began to die out as Will’s seed filled her small womb. The mark signifying a successful impregnation began to appear almost instantly, scaled down a little to fit Chris’s younger body. She slumped down, forwards. 

‘Whoopsie!’ Trude swooped in, grabbing her sister. ‘hahaha... she passed out. I think you made her cum just a little too hard... she can't handle it as well as the rest of us, after all.’

‘Oh, um...’ Will withdrew his cock, letting his and Chris’s combined fluids leak out. ‘I should probably say sorry for that. When she’s awake a- gah!’ Trude grabbed the boy in her muscular arms, placing him down on the floor forcefully. Will looked up at the captain curiously as she ran her hands through her hair, standing over him. She was beginning to remove her clothes. 

‘Thank you for breeding my sister. I’m sure she appreciates it very much… that makes six now, doesn’t it? Just lay down…’ she pushed Will down onto his back, so his still-erect cock pointed upward. The young boy didn’t resist.  He knew by now when it was a good idea to let the girl take charge. ‘I’ll do all  the work. I think you’ve earned it, after everything.’ Will didn’t disagree, and didn’t object as Trude stripped down to her underwear , though leaving her coat on . Her black panties fit her tightly and hugged her frame well .  She lowered the panties and threw them aside, baring her cunt for Will’s young eyes. She began to sink down onto his cock, shoving it as far inside herself as possible. ‘Oo… I guess I’ll be getting my sister’s sloppy seconds, but I’m sure that won’t be a problem with how virile you are.’

As she began to bounce at a slow pace, Trude reached up to her hair, letting it down. The gorgeous brunette locks flowed down, framing her beautiful body. Will felt a bit sore after having just came, but he knew his capabilities. He’d be  able to breed her just fine… probably. Trude seemed to be enjoying herself right away, slapping her nether regions against his balls with  loud, wet smacks.  Will simply lay on the floor of the gym. It wasn’t the most comfortable thing he’d ever done this on, but it was good enough.

Trude noticed where the pubescent boy’s gaze was going - to her huge, E cup tits, concealed beneath her jacket. She gave a naughty smile, beginning to remove the jacket. ‘You like watching my breasts, don’t you? Here… look at them bounce. Watch them jiggle. ’ Trude parted her jacket to reveal the black sports bra beneath, squeezing her tits and making them wobble in place with every time she slammed down on Will’s dick. She wasn’t going to last too long, herself. This was every bit as amazing as the rest of the 501 st had claimed.

Will moaned, ever more aroused at the sight of Trude’s glorious breasts as they rubbed against her bra, along with the amazing hot, wet movements of her fertile, mature pussy on his cock.  Her ass slapped and jiggled as she moved up and down.  ‘Ah…’ moaned Will. Trude, on the other hand, was lost. Her eyes had started to roll back, and her tongue had rolled out of her mouth. She looked like a fucked-out bitch, addicted to a little boy’s breeding cock. She tried to right herself, putting her slutty tongue back in her mouth, and collected herself enough to speak to Will.

‘Will, I’m going to cum soon. Kiss me.’ Will obeyed, reorienting himself so he was pressed against Trude’s body as she bounced, moments from orgasm. His neck pressed against her bulging breasts, while he craned his head upwards to meet Trude’s lips. She kissed him passionately, and the boy responded, craning his neck as far upwards as he could to meet his tongue with Trude’s.

Moaning into each other’s mouths, the captain witch and the young boy had their orgasms at the same time. Will ejaculated a healthy load of sperm vertically into Trude’s womb, splattering against the deepest parts of her pussy. The white liquid began to leak out immediately, combined with the slick lubricant of Trude’s cu m.  This orgasm was every bit as intense as Will’s first, and he knew he’d bred her first try, once again…

+++

The tattoo on Trude’s ass signified all that Will needed to know. The three of them were now in Trude’s room. Trude had cleaned the three of them up, and put Chris to bed for a rest. The young girl looked so cute. Will thought he would love to visit her again sometime, or maybe give her a second baby sometime in the future.

‘Thank you for today. Chris and I are happy to be carrying your babies.’ Trude said.

‘You’re welcome.’

‘You know, you should really get something to eat.’

Will nodded, noticing how hungry he really was. When had he last eaten? ‘Who’s cooking?’

‘Lynn and  Yoshika are, and… hey, you know what? If you’ve got the energy, you should breed them next! You’re on such a roll, so why stop now?’

Will scratched his head. ‘You know… I think maybe I’d like to eat first.’


	7. Sergeant Yoshika Miyafuji & Master Sergeant Lynette Bishop

**Summary for the Chapter:**

> After a delicious dinner, Will visits the two chefs responsible and shows his appreciation...

**Notes for the Chapter:**

> While writing, I briefly had a line in this typed as ‘Will removed his cock’. That was funny.
> 
> Commissioned by an anonymous fan.

A scrumptious meal, to be sure. Will licked his lips, having greatly enjoyed his dinner. It was dark outside, now. It was a nice evening, but he sure felt lonely. Eating all by himself wasn’t fun, and now he’d finished. Will got up from his table and began to head to the kitchen.  

Lynne and Yoshika, those were their names. He walked right into the kitchen and cleared his throat. Two pretty girls leaned against the closest wall, chatting. They smiled widely upon seeing him. The one with darker hair cupped her hands around her mouth. ’Awwww… you’re every bit as cute as everyone said!’ 

‘Miss… um… Miss Yoshika and Miss Lynette. The dinner was delicious! I… I liked it a lot.’ 

‘Really, you can stop with the ‘Miss’ thing. Just Yoshika is fine.’ Yoshika didn’t stand particularly tall, and didn’t look particularly old. She was beautiful anyway. Will found all of them beautiful, and Yoshika had lovely hair, legs, and breasts. Her beautiful eyes matched her hair. 

‘I’m just Lynne. If that’s alright... sorry if that’s weird for you!’ 

‘No, no, it’s not...’ Will chuckled nervously. ‘Anyway, um... I didn’t just come in here to say the food was good... I-I mean, it was! It was really great, but...’ 

Yoshika laughed. ‘You know what else is really great? That cute face of yours. I know why you’re here. Lynne’s a little nervous, but I’m sure she’ll do well!’ Lynne nodded. ‘Come closer to me.’ Will obeyed, bounding on over to Yoshika. She was taller than him, of course, but not to the same degree as some of the other girls. 

‘I think Lynne and I have got something delicious right here...’ Yoshika leaned into Will. She had quite nice C cup breasts, which she pressed into Will’s face. Will moaned, rubbing his face into the large mounds of flesh. ‘You like those? Mio gave me a special drink to prepare me for having your baby... and this was one of the side effects. My boobs are fixed. They’re really nice and big now, this is amazing! And it’s only a side effect… the drink was just supposed to make me extremely likely to conceive.’ 

Will reached a hand up to grope each of them. ‘They’re really nice.’ He squeezed both breasts at once, the soft flesh strained against Yoshika’s shirt, and Will knew they would feed his baby (or babies) very well. 

‘Much bigger than my old ones. Here...’ Yoshika began to kiss the small boy, intertwining her tongue with his. Will didn’t protest. This was quite familiar to him by now, and not one bit less fun. The older girl’s lips were soft, and she shoved her tongue into Will’s mouth with enthusiasm, making out with the young boy. Will smiled, moaning cutely as he returned the gesture. 

They stayed like this for a half minute, exploring each other’s bodies. Yoshika then pulled away, and began to pat Lynne on the back. ‘Your turn!’ 

Lynne quickly took her friend’s place, giving Will a warm smile. He puckered his lips and closed his eyes as the pretty, blue-eyed older girl kissed him. Will moved his hands to her breasts, squeezing, feeling and appreciating them. They were DDs, bigger than Yoshika’s, and very nice and firm. Why did all the hot teen girls here have such amazing boobs? He rubbed his head into the soft mounds. She was gentler and less aggressive than Yoshika, and didn’t take as much time to make out with him before pulling away. They were a very pretty pair of girls. Will would gladly put babies in the both of them. 

‘Thank you!’ He said, ‘for the food and the kisses.’ 

Both girls giggled. ‘You’re adorable!’ Said Yoshika. ‘But we’re the ones who should be thanking you. Come on, Lynne, let’s get ready…’ Lynne nodded as Yoshika playfully slapped her friend on the back. The two moved over to a nearby table, which had enough clear space among the pots and pans for them to place their hands. Both girls, with their backs to Will, began to remove their clothes. Their hips and asses were nicely developed, neither the most impressive of the girls he’d seen so far, but respectable. Hell, he’d still breed them a dozen times over if they asked. 

And right now, they were getting ready. Both girls removed their lower clothing, leaving only their panties still clinging to their butts. For Lynne, a pretty grey lace covered her most intimate area. Yoshika wore a blue material designed for sport that suited her very well. They let Will look for a bit, wiggling their shapely behinds. He gawked, no less impressed with the amazing figures of the girls in the 501st, even on his seventh time doing this. Or eighth, technically. Ninth? Whatever. The two girls hooked their fingers around their underwear, dropping the garments to the floor. 

Will removed his own lower garments to expose his cock, which was beginning to poke out from his pants. He stepped forward, erect and ready, then stopped. ‘Uh... which one of you wants it first?’ 

‘Me!’ cried Yoshika. 

‘Well, me too, but... I’ll be nice. Yoshika first.’ 

‘Yes!’ Will didn’t miss a beat. He grabbed Yoshika’s plump asscheeks and began to insert his cock inside her. Yoshika moaned at the feeling, it having been some time since she’d pleasured herself properly. She almost had an orgasm right off the bat, but contained herself for the time being. ‘Fuck me! I want to have your baby... a baby from you would be the cutest little boy ever. I just know it would be a boy that looks like his Daddy.’ 

Will began to have sex with the teen girl, groping Yoshika’s butt. Fine, soft, and wonderful. These girls were so young, too. Not as young as himself, obviously... but Will wondered what would happen if he ever had sex with a much older woman, or one old enough to be his own mom. He didn’t need to, though... he wasn’t going to complain when so many gorgeous young women were readily accepting of him and his young body. Yoshika’s familiars appeared atop her head – fluffy little dog ears, and an equally fluffy tail. As always, Will thought they added to her appeal. 

Yoshika grunted as Will thrusted in and out of her quite fast, causing the girl’s vaginal walls to moisten quickly. She loved this and was as happy to contribute to her nation’s future as any girl in her position (metaphorically) would. She’d probably still be in the camp of not actually wanting to personally raise the baby she’d eventually birth... but maybe one of the others in the 501st would want it. Eila wanted nothing more than to have lots of cute warlock babies of her very own... but maybe she did mean of _her_ own. Yoshika wouldn’t be surprised to see Will visiting often to keep that girl pregnant for the next ten or more years. 

Pleasurable as sex with little Will was (his cock was not little, and felt more than satisfactory), Yoshika felt something was missing. This view sucked. There were much better things for her to be looking at in the room while getting fucked hard than pots and pans. But, in this position... there wasn’t any good angle to look into Will’s eyes or give him another messy kiss. Not that that was a problem. Someone equally as beautiful was right next to her. ‘Lynne,’ said Yoshika, in between moans, ‘turn towards me.’ 

‘Oh? Ah-’ Yoshika met her friend’s lips with her own, kissing Lynne. Lynne moaned contentedly, enjoying the feel of being so close with one of her closest friends. Yoshika was a very cute girl indeed. She was even cuter with a pair of nice tits and a cock pumping into her. Lynne couldn’t just lie there idly with her pussy untouched, while her friend was about to be impregnated and she was locked in a kiss of passion. She reached a hand back and began to finger her own pussy. A few drops of her juices flowed down to stain the kitchen floor. Lynne pulled away from the kiss briefly, nodding her head up at Will. ‘Yoshika. You’re about to get pregnant.’ 

Will’s face was flushed, and he was grunting and moaning while he closed his eyes. He gritted his teeth, his thrusting becoming fast and erratic. ‘Yoshika, I’m gonna cum already!’ 

‘Do it, please.’ Yoshika turned back on her side. ‘I want to have your- mmph!’ Lynne wrapped her lips around her friend’s, intertwining their tongues once again. Yoshika gave a high-pitched squeal as her orgasm arrived. She came on Will’s cock. The young boy moaned as he released his semen deep inside Yoshika, the white liquid spurting out of his cock and against the ovulating womb of Yoshika. A sizable amount of sperm leaked out of Yoshika’s pussy entrance and onto the floor as Will pulled out, his cock still hard and ready to continue as it needed to. 

‘Wow...’ remarked Yoshika.  

‘Um, Will...’ Lynne spread her pussy with two fingers. It had become very wet by now and was beginning to drip with arousal. ‘Put it in me, too, Will. Please? Sorry, just... I really want you to get me pregnant!’ 

‘That’s what I’m here for Miss... I mean, Lynne! Right away.’ Will moved aside to Lynne, grabbing her asscheeks as he had done with Yoshika’s. He waited for a half-minute, teasing Lynne with the tip of his cock while he took a moment to recover. Before long, he was hard and ready. He glanced to the side as he penetrated his second partner... Yoshika’s pussy was leaking, but it didn’t matter. The tattoo of his initials now on her butt told Will that he’d done his job all the same. She now carried his baby. 

As he began to thrust in and out of Lynne, she pushed her friend aside for a moment as she went to continue their makeout session. Yoshika pouted, looking annoyed. ‘Um, Will... would you mind... being a little rough back there?’ 

Will didn’t slow down. ‘What do you mean? Go faster?’ 

‘That too, but could you spank me? I just love feeling – _ah!’'_ Will obeyed right away, smacking the girl’s fat ass, making it wobble with the force and leaving a red handprint on her. Lynne cried out, cumming on Will’s cock instantly. ‘Yes, just like that! That was perfect. Make me cum again!’ Her familiars appeared at the same time of her release; a cute pair of folded cat ears donning the top of her head, and a tail from above her butt. 

Will felt a bit concerned at how much that must’ve hurt, but it obviously made Lynne feel amazing, judging by the wave of warm liquid that had just spurted across his cock. He went fast and hard, not wanting to waste time but wanting to make Lynne feel good.  

The two girls resumed their makeout session. They’d now switched their roles somewhat. Yoshika, having been impregnated a mere few minutes ago, now felt a little tuckered out, and was allowing her friend to ravage her with her tongue. She poked and licked at her friend’s gorgeous face, involving her tongue as much as she could, and occasionally biting her friend’s lip. She cried out again as Will gave her ass another slap, on the same cheek. The sudden sharp feeling spiked her arousal. She’d cum again very soon. 

Will was ready to blow in no time at all. Man, these girls really had a way of milking what they wanted out of him... girls’ bodies were so amazing. It was so easy and fun to make babies with them. He continued his thrusting for another minute, allowing the pressure in his cock and balls to build up as much as possible, before giving Lynne one last slap. She moaned into her friend’s mouth, locked in passion, delirious in the situation. She was beginning to tighten around his cock, so Will took that as his cue. ‘Lynne, here it comes!’ 

‘Mmmmmm!’ Lynne came a second time as she felt the boy’s juvenile sperm flood her tunnel, planting a child in her womb. She moaned into her friend’s mouth, trying to keep herself from going stupid with pleasure. She squirted onto Will’s cockhead as he painted her womb with sperm, ensuring she’d be yet another of the many Strike Witches who’d carry his child. 

Pulling out of her, Will confirmed the pregnancy once again, seeing the tattoo marking of his initials on Lynne materialise as he fell flat onto his ass. That was pretty exhausting. He sat there with his eyes closed, thinking for a minute or two. He could just about have a nap, now. A full belly and balls drained empty, what more could a little boy ask for? 

The feeling of what was unmistakably a mouth on his cock brought him back to his senses. He raised his eyebrows at the sight in front of him. Yoshika, her top now off and breasts exposed, was deepthroating his young cock, getting him to full mast in seconds. Lynne, sitting directly next to her, spoke on her behalf. ‘We’re very happy, Will. You’ve given us both babies in our bellies! We wanted to give you one last service before you leave.’ 

Yoshika’s movements made wet, sticky noises as she worked Will’s dick, not merely bobbing up and down, but shoving the erect member as far in her mouth as it would go. It was pretty far... enough to have Will grunting and moaning in pleasure within minutes. Yoshika pulled off of him, moving aside and making space for Lynne. Will’s eyes rolled back as the other girl put in an effort to take his cock in his mouth.  

Will was feeling quite sensitive by now – Lynne wrapped her lips around his rod, sucking him in and pleasuring him as much as possible, while she fondled his balls with her hands. Yoshika bit her lip and put a finger to it, spit and juices around her mouth. ‘I want to see that cum-spurting cock pop off one more time. Lynne?’ 

‘Mmm-ah!’ Lynne pulled off, starting to jerk Will off instead. Yoshika leaned in close, her head right next to her friends, just below Will’s pulsing cock. ‘Cum on our faces, Will!’ 

‘S-sure!’ Will knew this would be the last time. He could only cum so much, but he still had a little bit left. ‘Aaaaah!’ A jet of warm cum shot out of Will’s cock and splattered across Yoshika’s face. A second struck Lynne, landing on her upper lip and falling onto her tongue and open mouth. The third and fourth spurts coated the girls’ cheeks, with the final few ropes of boycum trailing down their chins and onto the floor. 

+++ 

‘You know, Will.’ said Yoshika, beginning to clean up the kitchen. She ignored the cum stains on the floor for now, instead focusing on the dishes. ‘Shirley is going to be here soon... she’s coming back from patrol.’ 

‘Yeah?’ 

‘Yes.’ said Lynne. ‘She’s been so eager to meet you, too.’ 

Will smiled. ‘Everybody’s eager to meet me!’ He joked. He thought back to all of the other girl’s he’d impregnated, ‘well... ninety percent of them are eager to meet me.’ 

‘That’s because you’re so cute, and so eager to please!’ 

Will nodded. ‘I dunno if I’ve got the energy or sperms left to impregnate another girl...’ 

‘Well, if not, you could just go on a relaxing date, haha!’ said Yoshika. ‘Thank you for the baby, Will!’ She patted at her belly. Lynne nodded in agreement. 

Will began to leave, waving goodybe. ‘Thank you, Yoshika and Lynne. I hope the babies grow well. I’ll see you later!’ 

‘I’m sure you will!’ answered Yoshika. Both waved him goodbye as he left the kitchen. 

 


	8. Captain Charlotte Elwyn 'Shirley' Yeager

**Summary for the Chapter:**

> Will is surprised by a friend on his way to the hangar, and gets down and dirty with Shirley once he gets there...

**Notes for the Chapter:**

> Commissioned by an anonymous fan.

The hangar – that was where Will would apparently undertake his next task. He had only a handful of the 501 st to go, having successfully impregnated so many of them already on the first try. He felt like he had done a great service to his nation, and wouldn’t have had things any other way. if any of them wanted more babies, he would gladly oblige in the future, as many times as they wanted. But for now, he remained focused on the task at hand...

...until a pair of hands pulled him aside.

‘Whoa!’ he cried out, feeling a soft pair of breasts press up against him in the side alley. A pair of beautiful eyes stared down at him, half-lidded. ‘ Eila ?’

The horny, knocked-up Strike Witch licked her lips. ‘Hello little Will... I heard you’d be around here, so I couldn’t resist taking you aside for a little bit of fun.’

‘Um... I appreciate it, but I was here to breed Shirley! I thought you had a baby already?’

Eila began to kiss him, touching her tongue with his. Will leaned up into it, enjoying the soft touch of the older girl. She pulled away. ‘Of course. You even knocked me up with twins... it’s just that you're just a little stud muffin... so cute, and with such a good little cock. I want to see it again.’ Shirley pulled down his pants in a single movement, letting his cock free. He was beginning to get hard right away as  Eila started to lick at his tip. ‘I just want a taste of that cum again.’

‘Oh... uh, ok. But not too much! I need to save it for Shirley and, um... I don’t remember the other two girls’ names, but them too!’

Eila began to suck the young boy’s cock. ‘Mm,’ she said, ‘Gosh, I missed this... we all appreciate you so much. I never thought such a cute little boy would be such a stud, but I’m happy to have two little babies for you.’

‘Thanks.’

‘Of course, I’d be happy to have ten more. But for now, mm... I just want a taste of that cum again.’ She wrapped her lips back around Will's hard member, bobbing back and forth. She wasted no time, picking up her pace and  deepthroating the boy’s entire length. Will really had a weakness for all these beautiful girls. He’d never once been able to last a super long time, and  Eila’s fantastic  tcehnique wasn’t helping that...

Will worried of getting caught, but really, did it matter? He wasn’t actually doing anything wrong.  Eila was making a lot of pleasured grunts and moans, and his dick made wet, squelching noises with every  moment  Eila made. Her beautiful bright eyes looked up at him, and the sight was enough to drive Will over the edge. ‘G-geez,  Eila , I’m gonna cum already.’

Eila merely winked, not slowing her pace down at all.

Will moaned, closing his eyes and opening his mouth in a loud, lewd moan of ecstasy. He sent a load of cum into his impregnated older lover’s mouth, and  Eila closed her eyes, dutifully swallowing each spurt. She loved the taste and feel of the immature yet potent cum flowing across her tongue, and down her throat. The boy came with such amazing force,  Eila was almost knocked off-balance. But she held steady, drinking up as much as possible from the cock that had pumped life into her belly.

‘Mmm...’ she licked her lips, licking at Will’s cock as well. ‘Thank you, stud boy. That was just what I needed today... it’s going to be so difficult living without your cock most days.’

‘Maybe I’ll marry you later! I can give you cum all the time whenever you want.’

Eila giggled. ‘You’re such a sweetheart... but you need to spread that wonderful seed around.’ She rubbed at her belly, which was still flat, but would surely swell to a grand size over the coming months. ‘Go find Shirley. She’s just ahead. Everyone says she’s one of the hottest out of us, so have fun!’

‘Thanks  Eila , I will!’

+++

Charlotte, better known as ‘Shirley’ Yeager, crouched in the hangar in nothing but her underwear. Her huge butt wiggled side to side, giving Will an eyeful as he entered.  The sight of that sure was impressive. The amazing bodies of the girls in the 501 st never felt any less so for each new girl Will bred.  He stared at the plump rear for a solid ten seconds, before a glance from the girl it belonged to snapped him out of his stupor.

‘Oh! Um... Hi, Miss Charlotte. I mean, Shirley. Sorry.’ 

Shirley stood up from what she was working on, and turned around. ‘Hey there, hot stuff! I was wondering when you’d show up.’ Shirley looked hot – in the sense of being sweaty and hardworking, and... being smoking hot in the figurative sense. She had gorgeous, fantastically large boobs and a tall, buxom figure. She had beautiful bright hair and blue eyes, and an appreciably proportioned lower half that Will had got an eyeful of when he walked in. Shirley was certainly among the most conventionally beautiful girls Will had seen so far.

What was more, the only clothing on her sweaty body was her pink lace panties and matching bra, which contained her enormous G-cup jugs. Will, despite his recent experiences, found himself feeling a little nervous in the presence of such a gorgeous woman. ‘I’m here for...’ he mumbled the end of the sentence.

Shirley laughed. She dropped her tools, walking towards Will with a seductive wiggle in her hips. ‘You’re here to fuck me and get me pregnant.’

Will was taken aback at her blunt manner. ‘Y-yes!’

Shirley approached him quickly, then said hello to him... by leaning down and kissing him deeply. She almost had to lift the boy due to their height difference, but not quite. She shoved her tongue against Will’s, exuding the confidence of a beautiful, sexy woman. He felt her chest and belly press against him,  the bare flesh of her taut stomach feeling smooth. Will ran a hand across it. Just below here, he’d be making another baby very soon.

Shirley continued the deep kiss for another thirty seconds, smearing her spit all over her partner’s face. She pulled away, and, smirking, lowered her panties, exposing her pristine pussy to Will. She rubbed it against Will. ‘Oh, I like you a lot!’ She stroked his cheeks seductively. ‘Did such a small, cute little boy really put babies in all my friends’ wombs ? ’

‘Yeah, I did! ’

She began stroking his Will’s cock, already erect beneath his pants. ‘I guess I’ve had to wait a while. How many of them have you bred?’

‘Uh... seven or eight now , I think? Plus  Trude’s little sister.’

‘Oo, lucky! She gets to do something so amazing, so young, and with her sister there to help her the whole way!’ Shirley, giving a coy smile, put her hand in Will’s pants.  She felt his warm, hard cock, a little surprised at its generous length and girth. It was no monster cock, but on the bigger side for a little boy – she stroked and grabbed at it, then began to lower Will’s pants and underpants. Both parties now wore only their top clothing items. ‘Sit down for me. There’s a chair right here.’

Will obeyed, putting his smooth, bare butt down onto the comfortable seat. Shirley flipped her hair back, smiling with a great confidence. She began to undo her bra. ‘Has it felt good? Impregnating so many hot girls?’

‘Of course! It’s been amazing. I could do this for my job until I’m super old!’

‘ Mmhm . Judging from the opinions of some of my friends, that may be exactly what you end up doing. Now...’ Shirley let her underwear fall to the ground, revealing her enormous, smooth, perfect breasts. She squeezed them. ‘Grab my tits and knock me up.’ Will stared at her for a moment, taking  aback at juts how gorgeous this woman was, and how lucky a guy he was. He was going to make a baby with  _ her?  _ Fantastic!  ‘ Come on, stud boy.  This hot bod isn’t going to breed itself! I’m going to ride you, and I want you to shoot all that cum straight up into my womb.’

‘Sure thing!’

‘This is  gonna be fun.’ Shirley bit her lip, rubbing her pussy against Will’s erect cock. She lowered her lewd, nude form down onto Will, sinking her pussy entrance onto his cock. ‘Aaaah...’ she moaned. ‘That fills me up really good. Mm. I can’t wait to cum on it...’ Shirley bounced a few times, listening to Will’s moans. Her tits bounced and flopped around with every movement she made.

Will was transfixed by the movement. It was hypnotic, watching such a huge, amazing pair of assets in front of him, just for him. On that note... ‘Can I... aaaaah... can I suck on your boobs?’

‘You can slap your dick all over them for all I care... whatever feels awesome for you! Although, I’d rather keep your cock inside of me... this is just too good. Ah... yes...’ While Shirley continued her rough, powerful movements, Will attached his mouth to one of her nipples. The sensation pleasured the older Strike Witch even more, accelerating her towards orgasm. Shirley moved her hands behind her back, allowing Will full and unrestricted access to her breasts. ‘You like my tits, don’t you? One of my friends calls me ‘Boing Boing’ sometimes because my tits are so big... I don’t mind at all! I think it’s funny. They’re so nice and squishy, and I love it when cute boys touch them...they’re going to get even bigger so they can feed your babies. Maybe you’ll impregnate me with more than one, like Eila?’

‘Mm...’ Will was too distracted to answer. The soft, supple flesh of his lover’s breast felt amazing pressed against his head. Honestly, the girl’s tits were almost as big as his head. Will switched to Shirley’s other breast, beginning to play with her nipples. He licked at the pink nub, moving his tongue back, forth, up and down, trying to get a reaction from Shirley more than anything else. Will reached a hand up, squishing and feeling the other breast with it, poking at Shirley’s hard nipple and pinching it a little. The older girl moaned seductively.

‘You’re good at this, aren’t you? Mmm...’

 If he had the time in the future, Will wanted to experiment more with breasts. They were just... glorious. He didn’t quite know why, but he knew how totally amazing he felt right now. Not much could be better than this, after all – sucking on big, swollen nipples on thick, round breasts, having sex with a tremendously beautiful young woman to get her pregnant. Maybe breasts were so great because they fed babies, and he felt like a cute little baby sucking on one. He liked to be coddled, sometimes – especially while he was smothered in tits and pumping his cock in and out of a fertile pussy.

Only, he wasn’t the one doing the work. Shirley was enjoying herself as best she could; she’d really started to pick up the pace. She repeatedly thrust Will’s cock into her own womb, trying to keep her eyes from rolling back.  Her  familiars appeared, rabbit ears atop her head and a small tail at her behind.  It felt so different, doing it to make a baby instead of just for fun... Shirley had imagined Will very differently for quite a few days, until Minna corrected her that he was an adorable young boy, and not a massive, muscly alpha stud. Well, to be more accurate, he was a young boy breeding stud. How else would someone father so many children before even being a teen? Soon he would father another, thought Shirley, as her tongue finally  lulled out of her mouth.

‘Ah! Ah, Will, I’m cumming on your cock!’ Shirley increased her pace, bouncing hard and fast with messy, wet slaps, while Will’s cock throbbed in its readiness to ejaculate. ‘I’m gonna cum. Can you feel it? I’m gonna squirt _alllll_ over your cute little dick!’

Will could not answer - only moan. By this point, he’d slobbered all over Shirley’s amazing big tits. He felt like a baby with his mommy, except if that mommy was very, very naughty. He kept his mouth wrapped around Shirley’s left breast, running his tongue across her nipple, while he thought of what to do with his hands. He wrapped them around Shirley’s back, putting them onto her massive butt. It felt so wonderful and thick – Shirley Yeager’s body was wonderful.

The Strike Witch screamed out. ‘I’m  cumming now! Impregnate me!  Aaaaaaaaaaaaaaaah !’ Shirley’s movements slowed to a crawl as her orgasm surged through her – she did indeed coat her lover’s member with slick sex juices, the cum trailing down Will’s belly, his thighs, and staining the chair. Shirley continued to cry out, begging for her cute sexy lover’s  babymaking seed. ‘Shoot it into me, knock me up! Come on, stud boy, make me into a sexy mommy who gets pregnant just for you!’

Shirley knew what to say. Those words of encouragement pushed Will over the edge, and he began to shoot his sperm straight up into her cervix. ‘ Mmmm ...’ he moaned,  cumming inside yet another unprotected, fertile womb of a horny, magical teenage girl. This was one of the best pussies yet – Shirley squeezed him so tight as he spurted ropes and ropes of fertile seed into her womb. Will’s cock erupted with great force, spraying down the hot teenage girl’s insides. Shirley felt the hot jets blast against her innermost vaginal walls – she knew immediately that Will was squirting his baby into her belly. While still a fertile young teen, she was going to swell up, and give birth to the baby of a cute little boy with a great cock and an adorable face. Shirley couldn’t wait. The thought sent her into further heights of bliss as the last of Will’s orgasmic spurts exited his cock and ran down her vagina. She began to moan and sigh cutely as her orgasm petered out.

The back of the gorgeous, busty girl’s ass wasn’t visible to Will from this angle, but anyone giving it a glance would see the magical  tattoo  marking left there – a representation of yet another child formed from the sperm of Will Ozpin. She didn’t pull off of him, instead letting the dribbles of their combined cum mix and flow for a little while. She could practically  _ feel  _ his sperm working their magic inside her, one of them attacking her egg and sending it against her uterus, where it would grow into a perfect and extremely cute baby. ‘Thank you, Will. That was awesome.’

‘I loved it too! You’re really hot. Can I impregnate you again sometime? Can I impregnate all of you again? I love girl’s bodies...’ Will closed his eyes, leaning against the chair. 

Shirley began to laugh. ‘Honestly, I think some of us  _ definitely  _ wouldn’t say no!’


End file.
